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Financial Supervision Act
Valid from 31-01-2020 to 09-09-2020
Law of September 28, 2006, containing rules relating to the financial markets and the
supervision thereof (Financial Supervision Act)
We Beatrix, by the grace of God, Queen of the Netherlands, Princess of Orange-Nassau, etc. etc.
etc.
Salute to all who will see or hear them read! do know:
So We have considered that the reform of the supervision of the financial
markets towards a functionally structured supervision, revision of the legislation with regard to
that necessitates supervision;
Thus it is that We, having heard the Council of State, and by mutual agreement of the States General,
have approved and understood, as We approve and hereby understand:
1. General part
Chapter 1.1. Preliminary provisions
Section 1.1.1. Definitions
Article 1:1
In this Act and the provisions based on it, unless otherwise provided,
understood by:
to offer:
a. directly or indirectly doing a . in the exercise of a profession or business
sufficiently determined proposal to enter into an agreement with
a consumer with regard to a financial product that is not a financial instrument,
premium pension claim or insurance whether it is in the exercise of a profession or
enter into, administer or perform any such agreement;
b. directly or indirectly doing a . in the exercise of a profession or business
sufficiently determined proposal to enter into an agreement as the other party
whereby a premium pension claim arises or it arises in the exercise of a profession or
enter into, administer or perform any such agreement;
c. directly or indirectly doing a . in the exercise of a profession or business
sufficiently determined proposal to enter into an agreement as a counterparty regarding
to enter into, administer or manage an insurance policy or in the exercise of a profession or business
performance of such agreement; or
d. the direct or indirect making of a sufficiently determined proposal to
the other party entering into an agreement regarding a right of participation in a
investment institution or a UCITS or the direct or indirect solicitation or receipt of
money or other property of a client for participation in an investment institution or
a UCITS;
provider: the person who offers;
designated state: a state that has been designated pursuant to this Act as a state where supervision is
is exercised on settlement companies, investment institutions, clearing institutions,
funeral expenses and benefits in kind insurers or exchange institutions that sufficiently
offers guarantees with regard to the interests that this law aims to protect;

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acceptance period : the period during which the securities subject to a public offer
concerns, can be notified;
accountant: an accountant as referred to in Article 393, first paragraph, of Book 2 of the Civil Code
Code;
to advise:
a. recommending one or more specific in the exercise of a profession or business
financial products, with the exception of premium pension claims, insurance and verzekering
financial instruments, to a particular consumer; or
b. recommending one or more specific products in the exercise of a profession or business
agreements whereby a premium pension claim arises, of one or more
specific insurance policies or of one or more specific financial instruments to a
particular client;
advisor: the person who advises;
Resolution Board: the Resolution Board, referred to in Article 42 of the Regulation
single resolution mechanism;
settlement services: activities aimed at:
a. forwarding by anyone other than a communications network provider of
requests made by payers electronically to their payment service providers
for immediate confirmation that the payment orders initiated by the payers are
meet the conditions set by the payment service providers;
b. approving requests as referred to under a, on behalf of a paying
payment service provider; or
c. the netting;
settlement company: the party that provides settlement services;
settlement company with its registered office in a non-designated state: settlement company with its registered office in
a state outside the Netherlands that has not been designated as a state pursuant to Article 2:3.0c(3)
where settlement undertakings are supervised that sufficient guarantees
offers with regard to the interests that this law aims to protect;
Agency: the agency referred to in Article 1, first paragraph, of Regulation No (EC) 713/2009
of the European Parliament and of the Council of 13 July 2009 establishing the Agency for
cooperation between energy regulators (OJ EU 2009, L 211);
algorithmic trading: trading in financial instruments in which a computer algorithm
determines individual parameters of orders automatically and with little or no human intervention,
not being a system used for:
a. exclusively routing orders to one or more trading platforms;
b. processing orders that do not involve determining het
trading parameters;
c. the confirmation of orders; or
d. post-trade processing of executed transactions;
Netherlands Authority for the Financial Markets: Netherlands Authority for the Financial Markets;
bank: a credit institution as referred to in Article 4 of the Capital Requirements Regulation, not
being a credit union with its registered office in the Netherlands, on the understanding that, unless otherwise stated, with
a bank is equated with the holder of a license as referred to in Section 3:4;
bank savings deposit for owner-occupied home: savings account for owner-occupied home as referred to in Article 10bis.5 of
the 2001 Income Tax Act;
basic payment account : a payment account, including associated payment instruments,
where a debit balance is not possible;
right of termination: a right to terminate an agreement or to
accelerate, prematurely terminate or set off an agreement, or

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similar term that suspends, modifies or amends an obligation of a party to the agreement
void or declare a clause that prevents the creation of an obligation under the
agreement that would otherwise have arisen;
manager of an investment institution: the person who, in the exercise of a profession or business,
manages one or more investment institutions;
manager of a UCITS: the person who manages in the exercise of a profession or business
on one or more UCITS;
managing an investment institution: performing the activities as manager, referred to
in Annex I of the Alternative Investment Fund Managers Directive;
managing an individual asset: in the exercise of a profession or business, other than
as manager of an investment institution or manager of UCITS, conduct on a discretionary basis
of the management of financial instruments belonging to a person or to
funds belonging to this person for investment in financial instruments under a
order given by this person;
investor-compensation scheme : a scheme regarding a guarantee for investor claims
in connection with investment operations in banks, investment firms or financial
institutions to which it is permitted to provide investment services, against the risk that these
financial undertakings cannot meet their obligations in respect of those claims
fulfill;
investment fund: an asset not placed in an investment company in which ter
collective investment funds or other assets requested or obtained
included in order to allow the participants to share in the proceeds of the investments;
investment institution: investment institution as referred to in Article 4(1)(a) of the
directive managers of alternative investment institutions in the form of an investment fund
or an investment company;
investment institution with its registered office in a non-designated state: an investment institution with its registered office
outside the Netherlands in a state, not being a Member State, which is not subject to Article 2:66, first
member, has been designated as the state where investment institutions are supervised in
offers sufficient guarantees with regard to the interests that this Act aims to protect
to protect;
investment company: a legal person that transfers funds or other goods to the collective
asks for or receives an investment in order to make the participants in the proceeds of the investments
share, not being a collective investment company in securities;
investment object:
a. a thing, a right to a thing or a right to the return, whether or not in full, in
money or part of the proceeds of a thing, not being a product as referred to
in subparagraphs b to i of the definition of financial product in this article, which
is obtained other than free of charge, on which acquisition a return to the acquirer
is promised in money and where the management of the case is mainly
is performed by a party other than the acquirer; or
b. another right to be designated by order in council;
investment firm: the person who provides an investment service or an investment activity
conducted;
investment firm within the meaning of the Capital Requirements Regulation: a
investment firm that is an investment firm as referred to in Article 4, first paragraph,
point 2 of the Capital Requirements Regulation;
investment firm with systematic internaliser: investment firm that
organized, frequent, systematic and significant basis for own account outside a
organized trading facility, regulated market or multilateral trading facility orders
of clients without operating a multilateral system and where the
certain limits for frequent and systematic basis and for a significant basis both
are exceeded or the investment firm chooses to qualify under the scheme for
systematic internalisers;

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mediator: the person who mediates;
mediate:
a. all activities in the exercise of a profession or business aimed at the as
intermediary to conclude an agreement on another financial
product other than a financial instrument, credit, premium pension claim or insurance
between a consumer and a provider;
b. all activities in the exercise of a profession or business aimed at
intermediary to conclude a credit agreement between a
consumer and a provider or to assist in the management and implementation of a
such agreement;
c. all activities in the exercise of a profession or business aimed at
intermediary to conclude an agreement whereby a
premium pension claim arises between a client and a premium pension institution or
to assist in the administration and execution of such agreement; or
d. all activities in the exercise of a profession or business aimed at
intermediary establishing an insurance policy between a client and a
insurer or to assist in the management and implementation of an insurance policy;
e. in the exercise of a profession or business on the basis of criteria that a client has
website or other media, provide information to a client about one or more
financial products, with the exception of a financial instrument or the preparation of
a ranking of the relevant financial product, including
price comparisons or product comparisons, or providing a discount on the
premium or interest, if the client submits the relevant information via a website or other media
can conclude a financial product;
payment service: business activity as referred to in the Annex to the Payment Services Directive;
payment service agent: person who performs payment services on behalf of a
payment institution or electronic money institution;
payment service user: person who, in the capacity of payer, payee or
both use a payment service;
payment service provider : the person who makes his business of providing payment services;
payment initiation service : a service for initiating a payment order at the request of the
payment service user, with regard to a payment account held with another
payment service provider is arrested;
payment initiation service provider: a payment service provider that fulfills the requirements set out in Annex I, point 7 of the Directive
payment services, carries out the business activities referred to;
payment institution: a payment service provider that has been licensed as referred to in Section 2:3a
granted;
payment instrument: personalized instrument or personalized instruments or the whole
of procedures agreed between the payment service user and the payment service provider,
which is used to initiate a payment order;
payment order: given by a payer or payee to his payment service provider
instruction to execute a payment transaction;
payment account: account held in the name of one or more payment service users that
is used for the execution of payment transactions, as referred to in Article 4 of the Directive
payment services;
payer: person who holds a payment account and a payment transaction from that account
payment account, or, in the absence of a payment account, a person who
gives a payment order;
payee: person who is the intended recipient of the funds on which a
payment transaction relates;
payment system: a money transfer system with formal and standardized arrangements
and common rules for the processing, clearing or settlement of
payment transactions;

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payment transaction: act initiated by the payer or the payee whereby
funds are deposited, transferred or withdrawn, whether or not there is an underlying
obligations between the payer and the payee;
custodian: the person charged with the custody of the assets of an investment institution or
UCITS;
receiver:
a. the authority in another Member State which is competent to apply a
resolution tool and the exercise of resolution powers referred to in the
Directive on recovery and resolution of banks and investment firms;
b. the authority in another Member State competent to apply a
resolution tool and the exercise of resolution powers comparable
are with the measures referred to in Chapter 3A:2;
c. the person designated by the administrative or judicial authorities in another
Member State to take other restructuring measures related to banks,
to carry out investment firms or insurers;
bidder : a natural person, legal person or company, or any person abroad
law comparable body or partnership, by whom or on whose behalf
not together with one or more other natural persons, legal entities, companies or
similar bodies or joint ventures becomes a public offer
prepared or released, or has been released;
sponsoring company: sponsoring company as referred to in Article 1 of the
Pension Act;
branch:
a. parts permanently present in a state other than the state of the registered office without
legal personality of a financial undertaking that is not an insurer; or
b. parts permanently present in a condition other than that of the seat without
legal personality of an insurer as well as any other permanent presence
of an insurer, managed by the insurer's own personnel or by a
independent person who is authorized to act on a permanent basis for the insurer;
domestic merger: merger between UCITS domiciled in the Netherlands of which at least one of the
the managers concerned is a manager of a UCITS who, pursuant to Article 2:123(5), in
another Member State may offer units in a UCITS managed by it with
seat in the Netherlands;
foreign investment institution manager : investment institution manager,
not being a Dutch manager of an investment institution;
citizen service number: the citizen service number, referred to in Article 1, part b, of the Act
general provisions citizen service number;
central credit institution: a bank with respect to a group of banks to which group
bank itself also belongs, co-determines the policy;
clearing house: the person who makes his business of concluding agreements concerning
financial instruments with a central counterparty acting as the exclusive counterparty to
these agreements, whose stipulations specifying the core of the services
correspond to the stipulations that are part of agreements concluded by third parties or
by himself, in his capacity as a party, on a trading venue and those in the latter
agreements identify the core of performance;
clearing house with its registered office in a non-designated state: a clearing house with its registered office in a
a state outside the Netherlands that has not been designated as a state on the basis of Article 2:6, second paragraph,
supervision of clearing houses is exercised that provides sufficient guarantees against
with regard to the interests that this law aims to protect;
coinsurance within the Union: direct non-life insurance for large risks, in co-insurance

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insurance taken out, whereby:
a. the non-life insurer that acts as the first non-life insurer fulfills its obligations
under the non-life insurance is taken out from an establishment in another een
Member State other than the Member State in which at least one of the other co-insurers has such
done; and
b. the risk is located in a Member State;
consumer: a natural person not acting in the course of his business or profession
to whom a financial undertaking provides a financial service;
coordinator: the coordinator who, pursuant to Article 10, first paragraph, of the Financial Directive
conglomerates is responsible for coordinating and exercising the supplementary
supervision of a financial conglomerate;
data reporting service:
a. operating an approved goedgekeurd in the exercise of a profession or business;
publication regulation as referred to in Article 4(1)(52) of the Markets Directive
for financial instruments 2014;
b. providing a consolidated tape in the course of a profession or business as
referred to in Article 4(1)(53) of the Financial Markets Directive
instruments 2014;
c. operating an approved . in the exercise of a profession or business
reporting mechanism as referred to in Article 4(1)(54) of the Directive
markets for financial instruments 2014;
data reporting service provider: the person who provides a data reporting service;
participating company: a parent company, a company that
owns a directive shareholding or an undertaking that is linked to another undertaking by
the fact that it exercises central management over them by virtue of an agreement established by these undertakings
concluded agreement or a provision in the articles of association of one or more of these companies,
or by the fact that the administrative, managerial or supervisory bodies of this
companies during the financial year and until the preparation of the consolidated annual accounts
consist in majority of the same persons;
participant: shareholder or beneficiary in an investment institution or UCITS;
deposit: a balance that is formed by funds in an account or that is temporarily
normal banking transactions, and that a bank is subject to applicable legal and
must repay contractual terms, including a term deposit and a
savings deposit, with the exception of a balance of which:
a. existence can only be proven by means of a financial instrument,
unless it concerns a savings product embodied in a certificate of deposit
name and which existed in a Member State on 2 July 2014;
b. the principal is not repayable at par;
c. the principal is only repayable at par under a bank or by
a third party warranty or agreement;
deposit guarantee scheme : a scheme regarding a guarantee for claims of deposit holders
on banks against the risk that these banks will meet their obligations in respect of those claims
not being able to fulfill;
digital content: goods produced or delivered in digital form or in digital form
produced and rendered services that can only be performed within a technical device
used or consumed, and in no way involving physical goods or services
be used or consumed;
direct electronic access: a facility whereby a client or member of a trading venue
whether a participant in a trading venue allows a person to use its trading code

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so that that person is able to pass orders in respect of a financial instrument
electronically directly to a trading venue, including:
a. a facility whereby the person of the infrastructure of the client, the participant or
the member uses and the connection systems used by the client, the participant or the
member be made available to pass on the orders; or
b. a facility whereby the infrastructure referred to in subparagraph a is not used by the person
is used;
subsidiary:
a subsidiary as referred to in Article 22, paragraphs 1 to 5, of the Directive
Financial Statements; or
b. an enterprise in which, in the opinion of the Dutch Central Bank, a
parent company actually exercises a dominant influence;
whereby a subsidiary of a subsidiary also qualifies as
subsidiary of the parent company;
target company: the institution whose securities have been issued for which a public offer has been made
announced, is being released or is to be released;
durable medium: a tool that enables a person to give him/her personally addressed
store information in a manner that makes it accessible for future
use for a period that is appropriate to the purpose for which the information may serve,
and which allows unaltered reproduction of the stored information;
effect:
a. a negotiable share or another equivalent negotiable share
value certificate or right not being an apartment right;
b. a negotiable bond or other negotiable debt instrument; or
c. any other negotiable issued by a legal person, company or institution
security with which a security referred to in subparagraph a or b by exercising the
rights attached thereto or may be acquired or converted into cash
settled;
home acquisition debt: home acquisition debt as referred to in Article 10bis.9 of the Act
income tax 2001;
electronic money: monetary value stored electronically or magnetically that
on the issuer, which is issued in exchange for money received to
to carry out payment transactions as referred to in Article 4(5) of the Payment Services Directive,
and with which payments can be made to a person other than the issuer;
electronic means: electronic processing equipment, including digital
compression, storage and transmission of data via wires, radio, optical technologies or
other electromagnetic means;
electronic communications service: a service as referred to in Article 2(c) of the Directive
2002/21/EC of the European Parliament and of the Council of 7 March 2002 on a
common regulatory framework for electronic communications networks and services
(OJ 2002, L 108);
electronic communications network : a network as referred to in Article 2, part a, of
Directive 2002/21/EC of the European Parliament and of the Council of 7 March 2002 on a
common regulatory framework for electronic communications networks and services
(OJ 2002, L 108);
electronic money institution: the person whose business is the issuance of electronic money;
entity for risk acceptance : institution, other than an insurer, which is
accepts transferred risks and finances the acceptance of those risks solely by van
attract third parties for which the repayment obligations are subordinated

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in the payment obligations arising from the acceptance of the transferred risks;
risk underwriting entity having its registered office in a non-designated state : risk underwriting entity
acceptance with its registered office in a state that is not a Member State that is not subject to Article 2:54d, second
member, is designated as the state where entities for risk acceptance are supervised
that offers sufficient guarantees with regard to the interests that this Act aims to protect
to protect;
EU parent institution: an EU parent institution as referred to in Article 4(1)(29)
of the Capital Requirements Regulation;
EU parent company:
a. an EU parent institution;
b. a financial holding company that is not a subsidiary of a bank or
investment firm having its registered office in a Member State or of a financial holding company or
mixed financial holding company with registered office in a Member State; or
c. a mixed financial parent holding company that is not a subsidiary of a bank
or investment firm authorized in a Member State or
financial holding company or mixed financial holding company having its registered office in a Member State;
European bank: bank with its registered office in another Member State that is registered there for the purpose of
company is licensed;
European investment institution:
a. investment institution that is licensed or registered in a Member State; or
b. investment institution with its registered office in a Member State other than referred to under a;
European investment firm : investment firm with its registered office in another Member State that
has a license there to conduct its business;
European reinsurer : reinsurer with its registered office in another Member State that has a
has a license to conduct its business that corresponds to that in Section 2:26a;
European life insurer or non- life insurer : life insurer or non-life insurer
having its registered office in another Member State which is authorized there to exercise its
company as referred to in Article 14 of the Solvency II Directive;
European Supervisory Authorities: the European Securities and Markets Authority, the
European Insurance and Occupational Pensions Authority and the European Banking Authority;
feeder investment institution: investment institution as referred to in Article 4, first paragraph, under m,
of the Alternative Investment Fund Managers Directive;
feeder UCITS: a UCITS that invests at least 85 percent of the assets under management in rights of
participation in a master UCITS;
financial conglomerate: a financial conglomerate as referred to in Article 2(14) of the
Financial Conglomerates Directive;
financial instrument:
a. effect;
b. money market instrument;
c. right of participation in an investment institution or UCITS, not being a security;
d. option, future, swap, interest rate forward or other derivative contract relating to
on securities, currencies, interest rates or returns, emission allowances, or other derivatives
instruments, indices or measures and that can be settled by means of
physical delivery or cash;
e. option, future, swap, forward contract or other derivative contract relating to
commodities and cash must or may be settled at the option of one of the
parties, unless the reason is default or other event which
results in termination of the contract;
f. option, future, swap or other derivative contract relating to commodities, which
can be settled by physical delivery and traded on a

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organized trading facility, regulated market or a multilateral
trading facility with the exception of a wholesale energy product
traded on an organized trading facility that by physical delivery
must be settled;
g. other option, future, swap or forward contract than referred to under f or other
derivative contract relating to commodities may be settled by
means of physical delivery and is not intended for commercial purposes, and that the
features of other derivative financial instruments;
h. derivative instrument for the transfer of credit risk;
i. financial contract to settle differences;
j. option, future, swap, forward or other derivative contract relating to
climate variables, freight rates, inflation rates or other official economic
statistics, which must be made in cash or, at the request of one of the parties,
settled, otherwise than on the basis of a default or another resolutive element
or other derivative contract relating to assets, rights, commitments, indices or
measures other than those mentioned above and that the characteristics of other financial derivatives
holds instruments, taking into account, among other things, whether these financial
instruments on an organized trading facility, regulated market or
multilateral trading facility are settled;
k. allowance consisting of a unit determined to be in
complies with the requirements of Directive 2003/87/EC of the European
Parliament and of the Council of 13 October 20013 laying down arrangements for the
greenhouse gas emission allowance trading within the Community and amending
Council Directive 96/61/EC (OJEU 2003, L 275);
financial product:
a. an investment object;
b. a payment account including the associated payment facilities;
c. electronic money;
d. a financial instrument;
e. credit;
f. a savings account including the associated savings facilities;
g. insurance that is not reinsurance;
h. a premium pension claim; or
i. a different product to be designated by order in council;
financial service:
a. offer;
b. advise on financial products other than financial instruments;
c. managing an investment institution or managing a UCITS;
d. mediate;
e. reinsurance brokers;
f. act as a clearing institution;
g. act as an authorized agent or sub-authorized agent; or
h. providing an investment service;
i. carrying out an investment activity;
financial service provider: the person who provides a financial product other than a financial instrument
offers, who advises on a financial product other than a financial instrument or who
brokers, brokers reinsurance, acts as an authorized agent or acts as
sub-authorized agent;
financial holding company: a financial institution that as subsidiaries exclusively or
mainly banks, investment firms within the meaning of the Capital Requirements Regulation

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or financial institutions, of which subsidiaries at least one is a bank or
is one investment firm within the meaning of the Capital Requirements Regulation, and which is not a
mixed financial holding company;
financial institution: the person who, not being a bank, mainly makes his business of the
performing one or more of the activities referred to under 2 to 12 and 15 in
Annex I to the Capital Requirements Directive, or of the acquisition or holding of participations;
financial company:
a. a settlement company;
b. a bank;
c. a manager of an investment institution;
d. a manager of a UCITS;
e. an investment institution;
f. an investment firm;
g. a payment service provider;
h. a custodian;
i. a clearing house;
j. a risk acceptance entity;
k. a financial services provider;
l. a financial institution;
m. a UCITS;
n. a credit union;
o. a pension custodian;
p. a premium pension institution;
q. an insurer; or
r. [lapsed by lettering;]
s. an exchange setting.
fund for collective investment in securities: not in a collective investment company
assets held in securities in which solicited or acquired for collective investment
monies or other property has been or will be drawn in order to enable the participants to
to share the investments;
controlled company:
a. subsidiary as referred to in Section 24a of Book 2 of the Dutch Civil Code; or
b. enterprise over which a person can exercise dominant control;
Markets in Financial Instruments Delegated Regulation 2014 on organizational
requirements: Commission Delegated Regulation (EU) 2017/565 of 25 April 2016
supplementing Directive 2014/65/EU of the European Parliament and of the Council as
concerns the organizational requirements to be observed by investment firms and
operating conditions and with regard to the definition of terms for the
application of said directive (PbEU 2017, L 87);
qualified investor:
a. professional investor, unless it has requested to be a retail investor
are treated in accordance with Annex II, Section I, of the Markets for
financial instruments 2014 and article 45, third paragraph, part b, of the delegate
2014 Markets in Financial Instruments Regulation on organizational requirements;
b. a person who on request is treated as a professional investor in accordance with
Annex II, Sections I and II, of the Markets in Financial Instruments Directive 2014; or
c. an Eligible Counterparty, unless it has requested to be a nonprofessional investor to be treated in accordance with Article 45, third paragraph, preamble
and part a, of the Markets in Financial Instruments Delegated Regulation
2014 on organizational requirements;

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qualifying holding: a direct or indirect interest of at least ten percent
of the subscribed capital of a company or the direct or indirect
exercising at least ten percent of the voting rights in a company, or
to exercise, directly or indirectly, comparable control in a
company, whereby in determining the number of voting rights that someone in a company
his voting rights include the votes he holds or is deemed to have
becomes available pursuant to Section 5:45;
funds: currency, book-entry money or electronic money;
money exchange transaction : transaction in which coins or banknotes are exchanged for
other coins or banknotes and where the funds are not placed in a payment account
detained;
municipal credit bank: a provider of credit, established by one or more municipalities;
mixed financial holding company: mixed financial holding company as referred to in Article 2(15) of
the Financial Conglomerates Directive;
mixed holding company: a parent company that is not a bank, financial holding company or mixed
is a financial holding company and which has at least one bank or one investment firm within the meaning of the
Capital Requirements Regulation as a subsidiary;
mixed insurance holding company: a parent company that does not have mixed financial
holding, reinsurer, life insurer, non-life insurer or insurance holding company, and which
a reinsurer, life insurer or non-life insurer having its registered office in a Member State as
has a subsidiary;
overdraft facility : permitted by a credit provider to a consumer
debit balance of an account;
organized trading facility: a multilateral system, not being a regulated
market or multilateral trading facility, in which multiple buying and selling intentions of
third parties with regard to bonds, structured finance products, emission rights and
derivative financial instruments interact in such a way that a
agreement arises;
registered covered bond: bond belonging to a category that:
a. is included in a list of which the data is provided by the European Commission on the basis of
of Article 52(4) of the Investment Institutions Directive have been made available
to the public, or
b. is registered in accordance with Section 3:33a(1) and is included in a
public register as referred to in Section 1:107(1);
regulated entity: a regulated entity as referred to in Article 2(4) of the
Financial Conglomerates Directive;
regulated information: information that an issuer or a person
consent of the issuer to the admission of its securities to trading on a
regulated market, makes it generally available pursuant to Article 17
of the Market Abuse Regulation, Articles 5:25c to 5:25e or 5:25h;
regulated market: multilateral system that combines multiple buying and selling intentions of
third parties with regard to financial instruments – within this system and according to the nondiscretionary rules of this system – bringing together or bringing them together
facilitated in such a way as to result in an agreement relating to
financial instruments that are negotiable under the rules and systems of that market
authorized, and that regularly and in accordance with the applicable rules on the
licensing and ongoing supervision is working;
authorized agent: the person acting as authorized agent;
cross-border merger: a merger between
a UCITS with its registered office in the Netherlands and a UCITS with its registered office in another Member State; or
b. UCITS with registered office in the Netherlands that are merged into a newly incorporated UCITS with registered office in a

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other Member State;
group supervisor : a supervisor or supervisory authority that has been appointed
pursuant to the criteria referred to in Article 247 of the Solvency II Directive;
commodity derivative: a financial instrument as referred to in:
a. subparagraph c of the definition of security in relation to a commodity or a
underlying asset as referred to in part j of the definition of financial
instrument;
b. parts e, f, g and j of the definition of financial instrument;
major risks:
a. the risks that belong to the sectors listed in the Annex to this Act
Branches Airframe Rolling Railway Stock, Aircraft Airframe, Seashell Casco and
inland waterway vessels, Transported goods, Aircraft liability and Liability
sea ​and inland vessels;
b. the risks that belong to the sectors listed in the Annex to this Act
Branches Credit and Suretyship, insofar as the policyholder acts in the exercise
of a profession or business and the risk related thereto; or
c. the risks that belong to the sectors listed in the Annex to this Act
branches Vehicle hull, Fire and Natural Events, Other damage to property,
Motor Vehicle Liability, Road Transport Liability, General
liability and miscellaneous pecuniary losses, insofar as the policyholder pays
at least two of the following requirements:
1°. the value of the assets according to the balance sheet is more than € 6,200,000;
2°. the net turnover for the previous financial year amounts to more than € 12,800,000;
3°. the average number of employees in the previous financial year is more than
250;
where the above requirements, if the policyholder is part of a
group whose consolidated annual accounts in accordance with the Accounting Directive
is prepared, are applied on the basis of the consolidated financial statements and
if the policyholder is part of a partnership,
the above requirements apply to the participants in the partnership
jointly;
trading for own account : trading in financial instruments with own capital, which means
results in the execution of transactions;
trading platform:
a. organized trading facility;
b. regulated market; or
c. multilateral trading facility;
trading book: trading book as referred to in Article 4 of the Regulation
capital requirements;
leveraged financing: method as referred to in Article 4(1)(v) of the Directive
managers of alternative investment funds;
reinsurer : the person who makes his business of taking out reinsurance for his own
account and settlement of those reinsurances;
reinsurer domiciled in a non-designated state : reinsurer domiciled in a state
which is not a Member State which, pursuant to Section 2:26d, subsection 3, or pursuant to Section 172 of the
Solvency II Directive has been designated as a state where reinsurers are supervised
exercised that provides adequate safeguards with regard to the interests covered by this Act

Page 13

aims to protect;
reinsurance : insurance whereby risks are accepted:
a. by an insurer and which are transferred by an insurer;
b. by a reinsurer and which are transferred by an institution for
occupational retirement provision as referred to in Article 6(1) of the Institutions Directive
for occupational retirement provision, or a corresponding institution with its registered office in
a state that is not a Member State;
reinsurance intermediary: the person who acts as a reinsurance intermediary;
reinsurance intermediaries: all activities in the exercise of a profession or business
aimed at establishing an agreement as an intermediary in which risks are
insurance contracts are taken over or on assisting with the
management and execution of such agreement;
mortgage loan:
a. a credit agreement with a consumer, upon entering into which a right of
mortgage is established or secured by another comparable
security on immovable property intended for residential purposes, with the purpose of recovery from
priority of the claim for payment of the amount owed by the consumer
payment, or in respect of which such a right has already been established or which
is guaranteed by a right to residential immovable property;
b. credit agreement with a consumer for the purpose of obtaining or maintaining
of property rights in land or an existing or planned building;

IAS Regulation: Regulation (EC) No 1606/2002 of the European Parliament and of the Council of
the European Union of 19 July 2002 on the application of international standards
for annual accounts (PbEG L 243);
Eligible Counterparty:
a. sofa;
b. manager of an investment institution or manager of a UCITS;
c. manager of a pension fund or a comparable legal entity or
partnership;
d. investment institution or UCITS;
e. investment firm;
f. national or regional public body or public body that pays the public debt
manages;
g. central bank;
h. financial institution;
i. international or supranational public law organization or similar
international organization;
j. pension fund or comparable legal entity or company;
k. insurer;
UCITS: company for collective investment in securities or fund for collective investment in
securities, in the form of:
a. an institution as referred to in Article 1, second paragraph, of the Institutions Directive for
collective investment in securities;
b. a feeder UCITS; or
c. a master UCITS that has at least two feeder UCITS as participant and of which the
units are negotiable and payable at the request of the participants
of the assets are directly or indirectly repurchased or repaid;

Page 14

Institutional investor:
a. investment institution;
b. UCITS;
c. life insurer;
d. pension fund; or
e. premium pension institution;
intra-group agreements and positions: any agreement and the resulting
financial relationships between a financial undertaking in a guideline group and either a
other guideline group member or one with a guideline group member in a formal or factual
control structure associated person;
credit:
a. making a sum of money available to a consumer, in respect of which the
the consumer is obliged to make one or more payments;
b. providing a service to a consumer or providing the enjoyment of a
movable property, financial instrument or investment object, or it to a consumer
or a third party with a sum of money in respect of the consumer
providing a service or providing the enjoyment of a movable property, financial
instrument or investment object, in respect of which the consumer is bound by one or more
make payments, with the exception of ongoing services and
continuous delivery of the same type of movable property, financial instruments or
investment objects, whereby the consumer is obliged to pay in installments as long as the
continuous service or continuous delivery takes place;
credit union: cooperative whose members are admitted to
the membership of the cooperative, which makes its business of:
a. attracting repayable funds from its members; and
b. making credit loans to its members for its own account for the benefit of
of the professional or business activities of those members;
life insurer: the person who makes his business of taking out life insurance for
own account and the settlement of those life insurance policies;
life insurance: a life insurance policy as referred to in Article 975 of Book 7 of the
Civil Code, on the understanding that the performance of the life insurer only in
money is made, or a funeral insurance in kind as referred to in this article;
Member State: a state that is a member of the European Union as well as a state, not being a member state of
the European Union, which is a party to the Agreement on the European Economic
Space;
home Member State of the manager of an investment institution: Member State in which the manager
has its registered office or the administrators of . in accordance with Chapter VII of the Directive
alternative investment funds established reference Member State of the manager;
home Member State of the investment institution:
a. Member State where the investment institution is licensed or registered or, if
applicable, the Member State where the investment institution for the first time
has been licensed or registered; or
b. Member State where the investment institution has its registered office, if the investment institution is not
falls under part a;
limit order : an order to place a financial instrument at the specified limit price or a
better price and for a specified size to buy or sell;

Page 15

company for collective investment in securities: legal person for collective investment in
solicits or obtains securities which are funds or other assets for collective investment in order to
to have participants share in the proceeds of the investments;
market maker: person who continuously demonstrates willingness in the financial markets
to trade on its own account by means of financial instruments at a price determined by it
prices to buy and sell;
market operator: person who manages or operates a regulated market;
master investment institution: an investment institution as referred to in Article 4, paragraph 1,
part y of the Directive on managers of alternative investment institutions;
master UCITS: a UCITS that:
a. has at least one feeder UCITS among its participants;
b. is not itself a feeder UCITS; and
c. does not invest in units of a feeder UCITS;
parent company: a legal person that has one or more subsidiaries as
referred to in Article 24a of Book 2 of the Dutch Civil Code;
parent company:
a. parent company as referred to in Article 22, paragraphs 1 to 5, of the Directive
Financial Statements; or
b. a company which, in the opinion of the Dutch Central Bank, is in fact a
exercises predominant influence over another company;
multilateral system: a system or facility in which multiple purchase intentions and
third-party sales interests in financial instruments may overlap
settle in;
multilateral trading facility: a multilateral system that combines multiple buying and selling intentions
of third parties in relation to financial instruments, within this system and according to the nondiscretionary rules, in such a way as to result in an agreement
in accordance with the applicable licensing and ongoing supervision rules;
funeral expenses and benefits in kind insurer: the person who, not being a life insurer, makes his business of
the conclusion of funeral expenses and benefits in kind insurance for one's own account and the settlement of those
funeral insurance in kind;
funeral expenses and benefits in kind insurer with registered office in a non-designated state: a
funeral insurer with its registered office in a state outside the Netherlands that is not subject to Article 2:50,
second paragraph, has been designated as a state where supervision of funeral expenses and benefits in kind insurers is
exercised that provides adequate safeguards with regard to the interests covered by this Act
aims to protect;
funeral insurance in kind: an insurance in connection with the care of the funeral of
a natural person with whom the insurer undertakes to provide a performance that
does not also include making a monetary payment;
Nederlandsche Bank: De Nederlandsche Bank NV;
Dutch bank: bank with its registered office in the Netherlands that has a
is licensed;
Dutch investment institution manager : investment institution manager,
which administrator:
a. has its registered office in the Netherlands;
b. has a license as referred to in Section 2:65 and has its registered office in a state, not being
a Member State that has not been designated by our Minister on the basis of Section 2:66; or
c. Netherlands in accordance with Section 2:69a as the
reference Member State;
Dutch investment institution: investment institution with its registered office in the Netherlands;

Page 16

Dutch investment firm: an investment firm within the meaning of the Regulation
capital requirements with registered office in the Netherlands, which is licensed to conduct its business bedrijf
has;
Dutch EU parent bank: Dutch parent bank that is not a subsidiary itself
of a Dutch or European bank or investment firm or of a financial holding company
or mixed financial holding company with its registered office in a Member State;
Dutch EU parent investment firm : parent investment firm with registered office in
the Netherlands that is not itself a subsidiary of an investment firm, bank or of
a financial holding company with its registered office in a Member State;
Dutch financial EU parent holding: financial holding company with its registered office in the Netherlands that does not
is a subsidiary of a Dutch or European bank or investment firm or of
a financial holding company or mixed financial holding company having its registered office in a Member State;
Dutch financial parent holding company: financial holding company with its registered office in the Netherlands that does not itself
is a subsidiary of a Dutch bank or Dutch investment firm or
of a financial holding company or mixed financial holding company with its registered office in the Netherlands;
Dutch mixed financial EU parent holding: Dutch mixed financial
parent holding company that is not a subsidiary of a bank or investment firm
authorized in a Member State or of a financial holding company or mixed
financial holding company with its registered office in a Member State;
Dutch mixed financial holding company: mixed financial holding company with registered office in
the Netherlands that is not itself a subsidiary of a Dutch bank or Dutch
investment firm or of a financial holding company or mixed financial holding company having its registered office in
The Netherlands;
Dutch reinsurer, life insurer or non-life insurer : reinsurer,
life insurer or non-life insurer having its registered office in the Netherlands for the exercise of its
company has a license as referred to in Article 14 of the Solvency II Directive;
Dutch parent bank : bank with its registered office in the Netherlands that is an investment firm, bank or
financial institution as a subsidiary or which has a participation in such
financial undertaking and which itself is not a subsidiary of another Dutch
investment firm, Dutch bank, financial holding company or mixed financial holding company
with registered office in the Netherlands;
Dutch parent investment firm: investment firm with registered office in the Netherlands
which has as a subsidiary an investment firm, bank or financial institution or which
has a participating interest in such a financial undertaking and which does not itself
is a subsidiary of another Dutch investment firm, Dutch bank
or financial holding company with its registered office in the Netherlands;
ancillary service :
a. custody and management of financial instruments on behalf of clients, including
of custody and related services such as cash or
collateral management and excluding holding securities accounts
at the top of the chain of ownership as referred to in Section A, under 2, of the Annex to the
regulation on central securities depositories;
b. the granting of credit or loans to an investor to enable them
to carry out a transaction in financial instruments, in which transaction the
company providing the credit or loan acts as a party;
c. advising companies on capital structure, business strategy and thus
related matters, as well as advice and provision of services on the
field of mergers and acquisitions of companies;
d. currency conversion services insofar as they are related to the performance of
investment services;
e. investment research and financial analysis or other forms of general
recommendations related to transactions in financial instruments;
f. service in connection with the underwriting of financial instruments;
g. investment service or activity as well as ancillary services related to the

Page 17

underlying value of the financial instruments, as referred to in the definition of
financial instrument under e, f, g or i insofar as these are related to the granting
of investment or ancillary services;
non-European bank: bank with its registered office in a non-Member State that is registered there for the
is licensed to conduct its business;
non-European investment institution: investment institution, not being a European
investment institution;
non-European investment firm : investment firm that has been authorized
granted in a state that is not a member state where, in the opinion of the Dutch Central Bank, the
prudential supervision is at least equivalent to the prudential supervision under this
law;
non-European reinsurer, life insurer or non-life insurer : reinsurer,
life insurer or non-life insurer having its registered office in a non-Member State which has a
is licensed to conduct its business;
retail investor : a client who is not a professional investor;
sub- mediator : a mediator who mediates for another mediator;
sub-authorized agent: the person acting as sub-authorized agent;
company that carries out ancillary activities: a company that carries out activities that are at least
in relation to the main activities of an investment firm or bank, the nature of
have supportive activity;
Our Minister: Our Minister of Finance;
public offer: an offer made by means of a public announcement as referred to in
Article 217, first paragraph, of Book 6 of the Dutch Civil Code on Securities, or a
invitation to make an offer on securities, whereby the bidder has the intention to
to acquire securities;
acting as an authorized agent: acting as an authorized agent in the exercise of a profession or business
authorized representative of an insurer to conclude an insurance policy with a
client;
acting as a sub-authorized agent: acting in the exercise of a profession or business on
under a power of attorney issued by an authorized agent or by a
to conclude a sub-authorized agent as authorized representative of an insurer on its behalf
of an insurance policy with a client;
repayable funds: deposits or other repayable funds as referred to in the definition of
credit institution in Article 4 of the Capital Requirements Regulation;
predominant control : being able to exercise at least 30 percent of the
voting rights in a general meeting of a public limited company;
persons with whom action is taken in mutual consultation: natural persons, legal persons or
companies with whom or with whom there is cooperation on the basis of a
agreement for the purpose of acquiring controlling interest in a limited liability company
company or, if the collaboration takes place with the target company, thwarting
of the success of an announced public offer for that company; the next
categories of natural persons, legal persons or companies are in any case
deemed to act in concert:
1°. legal entities or companies that together form part of a group as
referred to in Article 24b of Book 2 of the Dutch Civil Code;
2°. natural persons, legal entities or companies and the
controlled companies;
person: a natural person or legal entity;
pension custodian : legal person charged with the custody of the assets of a
premium pension institution or a pension fund insofar as this results from the implementation of
pension plans;
pension participant: natural person who, on the basis of his professional activities

Page 18

will be entitled to receive pension benefits in accordance with the provisions of a
pension scheme;
pension fund:
a. an industry-wide pension fund as referred to in Article 1 of the Pensions Act;
b. a company pension fund as referred to in Article 1 of the Pensions Act;
c. a general pension fund as referred to in Article 1 of the Pensions Act; or
d. an occupational pension fund as referred to in Article 1 of the Compulsory Act
occupational pension scheme as well as the pension fund referred to in Article 113a, first paragraph,
of the Notaries Act;
pensioner: natural person who receives pension benefits;
pension scheme: agreement, trust deed or regulations stipulating which
pension benefits are promised and under what conditions;
pension benefit: benefit that is paid out when achieved or expected to be achieved
of the retirement date, or, when these are a supplement to that benefit and on
additional means, in the form of death payments,
incapacity for work or termination of employment, or in the form of
ancillary payments or services in the event of illness, infirmity or death;
pension assets : the assets relating to a pension scheme;
local company: the person who operates solely for his own account or for the account of
investment firms admitted to those markets, or these investment firms
gives a price insofar as the execution and settlement of the transactions take place under the
responsibility of and guaranteed by a clearing house with its registered office in
The Netherlands, trades on the markets for:
a. options to acquire or dispose of financial instruments;
b. rights of forward transfer of goods or equivalent instruments that are
are on settlement in cash;
c. other derivative financial instruments; or
d. financial instruments on which the derivative financial instruments referred to in the
subparagraphs a through c relate solely to positions in markets for those
hedge derivative financial instruments;
premium: the performance expressed in money to be provided by the policyholder under a
insurance, not including insurance tax;
premium pension institution: company established for the purpose of providing premium schemes and
other schemes in which the premium pension institution does not bear any insurance risk
which are classified under applicable law as wetgeving
work-related pension plans;
premium pension claim : claim of a pension participant or pensioner on a
premium pension institution due to a promised pension benefit;
contribution scheme : pension scheme with regard to a fixed contribution that is paid no later than on the
retirement date is converted into a pension benefit and the premium paid is
invested up to the date of conversion into a pension benefit;
professional investor:
a. sofa;
b. manager of an investment institution;
c. manager of a UCITS;
d. manager of a pension fund or a comparable legal entity or
partnership;
e. investment institution;
f. investment firm;
g. national or regional public body or public body that pays the public debt

Page 19

manages;
h. central bank;
i. financial institution;
j. international or supranational public law organization or comparable
international organization;
k. UCITS;
l. market maker;
m. company whose main activity consists of investing in financial
instruments, the performance of securitisations or other financial transactions;
n. pension fund or comparable legal entity or company;
o. person or company that trades in commodities for its own account and
commodity derivatives;
p. local business;
q. legal entity or company that meets two of the following size requirements:
1°. a balance sheet total of at least € 20,000,000;
2°. a net turnover of at least € 40 000 000;
3°. equity of at least €2,000,000;
r. insurer;
professional market party:
a. qualified investor;
b. subsidiary of a qualified investor that becomes involved in the
supervision on a consolidated basis of the qualified investor; or
c. other designated by order in council as a professional market party
person or company;
Prospectus Regulation : Regulation (EU) 2017/1129 of the European Parliament and the
Council of June 14, 2017 on the prospectus to be published when
securities are offered to the public or to trading on a regulated market
be admitted and repealing Directive 2003/71/EC (OJEU 2017, L 168);
commission : remuneration or compensation, in whatever form, for mediating or advising on
with regard to a financial product or the provision of an investment service or ancillary service;
framework agreement for payment services: agreement governing the execution of
separate and successive payment transactions and that the obligations and conditions
for the opening of a payment account;
legal expenses insurer: a non-life insurer that carries out the legal assistance sector;
advertisement: any form of information that serves to promote or
has an advertising nature with regard to a particular financial service or financial
product;
registrar:
a. to the extent that the register relates to financial undertakings that carry out activities
may perform pursuant to sections 2.2A.1 to 2.2.4B and 2.3A.1 to
2.3.4A and on data collected under the Part Prudential Supervision of financial
companies are registered: the Dutch Central Bank;
b. to the extent that the register relates to financial undertakings that carry out activities
may perform pursuant to sections 2.2.5 to 2.2.13 and 2.3.5 to 2.3.8
and on data collected pursuant to the Part on the Supervision of the Conduct of Financial Enterprises or
the Financial Markets Conduct Supervision Part: the Authority
Financial Markets;
account information service: an online service for providing consolidated information
about one or more payment accounts that the payment service user has with another
payment service provider or with more than one payment service provider;

Page 20

account information service provider : a payment service provider that fulfills the requirements set out in Annex I, point 8, of
carries out business activities referred to in the Payment Services Directive;
relevant supervisory authorities: relevant competent authorities as referred to in Article 2,
point 17 of the Financial Conglomerates Directive;
Shareholder Rights Directive: Directive 2007/36/EC of the European Parliament and of the Council
of 11 July 2007 on the exercise of certain rights of shareholders in
listed companies (PbEU 2007, L 184);
directive managers of alternative investment funds: directive no. 2011/61/EU of the
European Parliament and of the Council of the European Union of 8 June 2011 on administrators of
alternative investment funds and amending Directives 2003/41/EC and 2009/65/EC
and of Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010 (OJEU 2011, L 174);
Payment Services Directive: EU Directive 2015/2366 of the European Parliament and of the Council of
25 November 2015 on payment services in the internal market, amending the
Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010 and
repealing Directive 2007/64/EC (OJEU 2015, L 337);
Payment Accounts Directive: Directive No. 2014/92/EU of the European Parliament and of the Council of
23 July 2014 on the comparability of payment accounts
fees charged, switching payment account and access to toegang
payment accounts with basic functions (OJEU 2014, L 257);
directive on deposit guarantee schemes: directive no. 2014/49/EU of the European Parliament and the
Council of 16 April 2014 on deposit guarantee schemes (recast) (OJEU 2014, L 173);
Financial Conglomerates Directive : Directive 2002/87/EC of the European Parliament and of the Council
of 16 December 2002 on the supplementary supervision of credit institutions,
insurance undertakings and investment firms in a financial conglomerate and to
amending Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and
93/22/EEC of the Council and of Directives 98/78/EC and 2000/12/EC of the European
Parliament and the Council (OJEU 2002, L 35);
Financial Collateral Arrangements Directive : European Directive No. 2002/47/EC
Parliament and Council of 6 June 2002 on financial collateral arrangements
(OJ 2002, L 168);
Recovery and Resolution Directive of Banks and Investment Firms: Directive 2014/59/EU
of the European Parliament and of the Council of 15 May 2014 on the establishment of
a framework for the recovery and resolution of credit institutions and investment firms
and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/
EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and
Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and the
Council (OJ 2014, L 173);
Mortgage Credit Directive : Directive 2014/17/EU of the European Parliament and of the Council of
February 4, 2014 on consumer credit agreements relating to pre
residential immovable property and amending Directives 2008/48/EC and
2013/36/EU and Regulation (EU) No 1093/2010 (OJEU 2014. L 60/34);
directive institutions for occupational retirement provision: directive 2016/2341/EU of the European Union
Parliament and of the Council of 14 December 2016 on the activities of and
supervision of institutions for occupational retirement provision (IORPs) (OJEU 2016, L 354);
Directive on undertakings for collective investment in securities: Directive No. 2009/65/EC of the
European Parliament and of the Council of the European Union of 13 July 2009 coordinating the
laws, regulations and administrative provisions concerning certain collective undertakings
investment in securities (UCITS) (OJEU 2009, L 302);
Accounting Directive: Directive 2013/34/EU of the European Parliament and of the Council of 26 June
2013 on the annual financial statements, consolidated financial statements and
related reports of certain types of companies, amending Directive 2006/43/
EC of the European Parliament and of the Council and repealing Directives 78/660/EEC and
83/349/EEC of the Council (OJEU 2013, L 182);
Capital Requirements Directive: Directive 2013/36/EU of the European Parliament and of the Council of
26 June 2103 on access to the activity of credit institutions and prudential supervision

Page 21

on credit institutions and investment firms, amending Directive 2002/87/EC and
repeal of Directives 2006/48/EC and 2006/49/EC (OJEU 2013, L 176);
Markets in Financial Instruments Directive : Directive No. 2004/39/EC of the European
Parliament and the Council of the European Union of 21 April 2004 on markets for
financial instruments, amending Council Directives 85/611/EEC and 93/6/EEC and
of Directive 2000/12/EC of the European Parliament and of the Council and repealing
Council Directive 93/22/EEC (OJEU L 145);
Markets in Financial Instruments Directive 2014: European Directive No. 2014/65/EU
Parliament and of the Council of 15 May 2014 on markets in financial instruments and to
amendment of Directive 2002/92/EC and Directive 2011/61/EU (recast) (OJEU 2014, L 173);
Solvency II Directive : Directive 2009/138/EC of the European Parliament and of the Council of
November 25, 2009 on the taking up and pursuit of insurance and business
reinsurance business (Solvency II) (recast) (OJEU 2009, L 335);
Transparency Directive: Directive No. 2004/109/EC of the European Parliament and of the Council of the
European Union of 15 December 2004 on the transparency requirements applicable to
information about issuers whose securities are traded on a regulated
market and amending Directive 2001/34/EC (OJEU L 390);
Insurance Distribution Directive : Directive 2016/97/EU of the European Parliament and of the Council
of 20 January 2016 on insurance distribution (recast) (OJEU 2016, L 26);
guideline participation:
a. a participation as referred to in Article 24c, first paragraph, first sentence, or second paragraph of
Book 2 of the Civil Code;
b. a direct or indirect interest of twenty percent or more in the subscribed capital
of an enterprise, or the ability to exercise, directly or indirectly, twenty
percent or more of the voting rights in a company; or
c. if it concerns an insurance directive group: a participation as referred to in
under b or a direct or indirect interest in the subscribed capital of a
company or the direct or indirect exercise of the
voting rights in a company to which, in the opinion of the Dutch Central Bank,
actual significant influence is exercised;
guideline group:
a. the whole of a parent undertaking, its subsidiaries, other
undertakings in which the parent undertaking or one or more of its
subsidiaries has a participating interest; or
b. enterprises connected by a central management that exists under a
agreement concluded with these companies or a provision in the articles of association of a
or more of these companies, or by the fact that the board, manager,
or supervisory bodies of these undertakings during the financial year and until the
The majority of the consolidated financial statements are composed of the same
persons;
guideline group member: a company that belongs to a guideline group;
risk concentration: all taken by the guideline group members in a financial conglomerate
potentially loss-making positions large enough to affect solvency or financial position financiële
generally endanger the regulated entities in the conglomerate;
netting: establishing pecuniary claims or obligations of payment service providers from
under payment orders from payment service users;
remediation measure:
a. the application of a resolution tool or the exercise of
resolution powers as referred to in the Bank Recovery and Resolution Directive and
investment firms;

Page 22

b. the application of a resolution tool or the exercise of
resolution powers, as referred to in Chapter 3A.2 or an equivalent
measures taken in another Member State;
c. a measure, other than referred to in subparagraphs a and b, taken in another
Member State, which includes and is intended for any action by the competent authorities therein
to maintain or protect the financial position of a bank or an insurer
and is of such a nature that the measure affects existing rights of third parties;
non-life insurer: the person who makes his business of taking out non-life insurance for
own account and the settlement of those non-life insurance policies;
damage insurance:
a. non-life insurance as referred to in Article 944 of Book 7 of the Dutch Civil Code, not
being a funeral insurance in kind;
b. accident insurance; or
c. sum insurance as referred to in Article 964 of Book 7 of the Dutch Civil Code,
not being a life insurance policy or a financial instrument,
provided that, for the purposes of this Act, insurance is only if
non-life insurance is considered if there is an obligation to pay as a result of
an uncertain event or an uncertain circumstance that affects the insured's interests
is affected;
state where the risk is located:
the state where the goods to which a non-life insurance relates are located,
if the non-life insurance relates to immovable property, or to a
immovable property and its contents, insofar as these are supplied by the same
damage insurance is covered;
b. the state of registration, of vehicles or vessels of any kind
to which a non-life insurance relates;
c. the state where a policyholder has taken out insurance, if it is a
non-life insurance with a term of four months or less that relates to
has incurred risks during a trip or vacation, regardless of the industry;
d. in all other cases of non-life insurance, the state where the policyholder is
habitually resident or, if the policyholder is a legal person, the State
where any permanent permanent establishment of this legal person is located on which the
insurance relates;
sub- fund : administratively separated part of the assets of an investment institution
or UCITS for which a separate investment policy is pursued and in which specifically for that
part of monies or other property requested or obtained for the collective investment or
are included in order to allow participants to share in the proceeds of the investments
under conditions specific to that part;
technique of high-frequency algorithmic trading: an algorithmic trading technique that is
marked by:
a. an infrastructure designed to overcome network latencies and other latencies
including at least one of the following facilities for the
entering algorithmic orders: co-location, proximity hosting or direct electronic
high speed access;
b. initiating, generating, directing or executing orders through the system, without
human intervention, for individual trades or orders; and
c. a large number of orders, quotes or cancellations within the trading day;
technology for remote communication: any means that, without simultaneous physical

Page 23

presence of a financial firm and a consumer or client, can be used
for the provision of financial services;
supervisory authority: a foreign government agency or a foreign of
government-designated body charged with the supervision of financial markets or
persons operating in those markets;
supervisor: the Dutch Central Bank or the Netherlands Authority for the Financial Markets, each insofar as
charged with the performance of duties pursuant to this Act;
outsourcing: the granting of an order by a financial undertaking to a third party to
performing activities for the benefit of that financial undertaking:
a. that are part of or arise from the conduct of its business or the granting
of financial services; or
b. that are part of the essential business processes supporting them;
issuer: anyone who has issued or intends to issue securities
to give;
execution of orders on behalf of clients: acting in the course of a profession or business
to enter into agreements for the sale or purchase of one or more financial instruments
for the account of clients, including the conclusion of agreements for the sale of
financial instruments issued by a bank or investment firm at the time of the
issuance thereof;
execution costs: expenses directly related to the execution of an order
in respect of a financial instrument and which are borne by the client;
implementing regulation undertakings for collective investment in securities: regulation (EU) no.
584/2010 of the European Commission of 1 July 2010 implementing Directive 2009/65/EC of
the European Parliament and the Council of the European Union as regards the form and content of the
standardized notification and UCITS statement, the use of electronic communications
between competent authorities for notification purposes, as well as procedures for
on-the-spot investigations and verifications and the exchange of information between competent authorities
authorities (OJ L 176);
safety net scheme: the investor compensation scheme or the deposit guarantee scheme;
tied agent : person who, under full and unconditional responsibilityverantwoordelijk
of only one investment firm on whose behalf it acts the investment services
as referred to in part a, d, e or f of the definition of providing an investment service
provides and recommends these services or ancillary services to clients;
affiliated company: a subsidiary, another company in which a
directive participation exists or an undertaking that is related to another undertaking
by a central management exercised by that other undertaking under a
companies or a provision in the articles of association of one or more of these
undertakings, or by the fact that the administrative, managerial or supervisory
bodies of these undertakings during the financial year and until the preparation of the
the majority of consolidated financial statements consist of the same persons;
providing an investment service:
a. receiving and transmitting orders from . in the exercise of a profession or business;
clients in relation to financial instruments;
b. performing on behalf of those clients in the exercise of a profession or business of uitvoeren
orders relating to financial instruments;
c. managing individual assets;
d. advising on financial instruments in the exercise of a profession or business;
e. taking over or placing financial instruments in the exercise of a profession or business
instruments when they are offered as referred to in the prospectus regulation with
placement guarantee;
f. placing financial instruments in the exercise of a profession or business with
offer thereof as referred to in the prospectus regulation without a placement guarantee;

Page 24

asset manager: the person who manages an individual asset;
Regulation 1227/2011: Regulation (EU) No 1227/2011 of the European Parliament and the
Council of 25 October 2011 on wholesale market integrity and transparency
for energy (OJEU 2011, L 326), as well as the
delegated and implementing acts under Regulation 1227/2011;
Regulation (EU) No. 1093/2010: Regulation (EU) No. 1093/2010 of the European Parliament and
the Council of 24 November 2010 establishing a European Supervisory Authority
(European Banking Authority), amending Decision No 716/2009/EC and repealing Decision
2009/78/EC of the Commission (OJEU 2010, L 331);
Regulation (EU) No. 1095/2010: Regulation (EU) No. 1095/2010 of the European Parliament and
the Council of the European Union of 24 November 2010 establishing a European
supervisory authority (European Securities and Markets Authority) amending
Decision No 7176/2009/EC and repealing Commission Decision 2009/78/EC (OJ
EU 2010, L 331);
banking supervision regulation: regulation (EU) no. Council 1024/2013 of 15 October 2013
conferring specific tasks on the European Central Bank regarding the
policy on the prudential supervision of credit institutions (OJEU 2013, L 287);
Central Securities Depositary Regulations: Regulation (EU) No. 909/2014 of the
European Parliament and of the Council of 23 July 2014 on improving the
securities settlement in the European Union, concerning central securities depositories and to
amendment of Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (OJEU
2014, L 257);
Key Information Documents Regulation : Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information documents
for packaged retail investment products and insurance-based investment products
(PRIIPs) (PbEU 2014, L 352);
Financial Benchmarks Regulation : Regulation (EU) 2016/1011 of the European
Parliament and the Council of 8 June 2016 on indices used as benchmarks
for financial instruments and financial agreements or to monitor the performance of
investment funds and amending Directives 2008/48/EC and 2014/17/EU and
Regulation (EU) no. 596/2014 (OJEU 2016, L 171);
Single Resolution Mechanism Regulation: Regulation (EU) No 806/2014 of
the European Parliament and of the Council of 15 July 2014 laying down uniform rules and
a uniform procedure for the resolution of credit institutions and certain
investment firms under a single resolution mechanism and
a single bank resolution fund and amending Regulation (EU)
no. 1093/2010 of the European Parliament and the Council (OJEU 2014, L 225);
cross-border payments regulation : regulation (EC) no. 924/2009 of the European
Parliament and of the Council of 16 September 2009 on cross-border payments in
the Community and repealing Regulation (EC) No 2560/2001 (OJEU L 266);
Capital Requirements Regulation: Regulation (EU) No 575/2013 of the European Parliament and the
Council of 26 June 2013 on prudential requirements for credit institutions and
investment firms and amending Regulation (EU) No 648/2012 (OJEU 2013, L
176);
Markets in Financial Instruments Regulation : Regulation (EU) No 600/2014 of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments
and amending Regulation (EU) No 648/2012 (OJEU 2014, L 173);
Market Abuse Regulation: Regulation (EU) No 596/2014 of the European Parliament and the
Council of 16 April 2014 on market abuse (OJEU 2014, L 173/1);
Regulation on credit rating agencies: Regulation (EC) No 1060/2009 of the European Parliament and the
Council of 16 September 2009 on credit rating agencies (OJEU L 302);
providing services :
a. insofar as it concerns entities for risk acceptance: the by an entity for risk

Page 25

accept acceptance of a risk located in a state other than the location
from which the risk is accepted;
b. as far as insurers are concerned:
1°. the conclusion by a reinsurer of reinsurance in respect of a risk that is
located in a state other than that in which the establishment from which the insurance is
Closed;
2°. the conclusion by a life insurer of a life insurance policy from an establishment,
located in a state other than that in which the policyholder has his habitual residence
has, or where, if the policyholder is a legal person, the establishment of
this legal entity to which the insurance relates is located;
3°. the conclusion of a funeral in kind insurance by a funeral expenses-in-kind insurer from
an establishment located in a state other than that where the policyholder isnemer
has habitual residence;
4°. the conclusion by a non-life insurer of non-life insurance relating to a
risk that is located in a state other than the establishment from which the insurance
Will be closed;
carrying out an investment activity:
a. acting for one's own account in the exercise of a profession or business;
b. operating an organized organization in the exercise of a profession or business
trading facility;
c. operating a multilaterallateral in the exercise of a profession or business
trading facility;
representative of an insurer : the person who, by a life insurer,
funeral insurer or non-life insurer has been appointed to represent him in a
state other than the state of the registered office of that insurer in the exercise of the
powers of that insurer and in compliance with the requirements set out in the first-mentioned
stands for that insurer;
insurer : reinsurer, life insurer, funeral expenses and benefits in kind insurer or
non-life insurer;
insurer with limited scope of risk: an insurer that, pursuant to Article 4, 7 or 10 of the
Solvency II Directive is excluded from the scope of that Directive and no use
has made use of the possibility, referred to in Article 4, fifth paragraph, of that Directive to
apply for or retain a permit;
insurance :
a. reinsurance;
b. life insurance;
c. funeral insurance in kind; or
d. damage insurance;
insurance with an investment component: a life insurance policy, with the exception of a
life insurance that only pays out in the event of death, an insurance that is tax-facilitated
to provide a pension income or a funeral expenses-in-kind insurance, whereby the
surrender value or the payment of the insurance depends on developments in the
financial markets or other markets;
insurance holding company: a parent company that is not a mixed financial holding company, a
reinsurer, life insurer or non-life insurer having its registered office in a Member State as
has a subsidiary and which wholly or mainly holds directive holdings
subsidiaries that are reinsurers, life insurers or non-life insurers;
insurance guideline group : a guideline group as referred to in Article 213(2)(a)
to d, of the Solvency II Directive;
establishment: branch or registered office;

Page 26

claim under insurance:
a direct claim against the insurer of an insured, policyholder,
beneficiary or injured party, including any claim in respect of this
amounts reserved for persons, as long as not yet all elements of the claim
be famous;
b. a claim for refund of premiums that an insurer has received in the non
Answered expectation that an insurance contract would be concluded
or has received under an insurance policy that has been dissolved or annulled; or
c. a claim under an agreement for capitalization transactions or to
management of collective pension funds as referred to under points 6 and 7 of the
summary of the business of a life insurer in the Annex for branches to this
law, including a claim for refund of payments for transactions that
has received an insurer in the unmet expectation that a
agreement for capitalization operations or for management of collective pension funds
would be concluded or received on the basis of an agreement to
capitalization operations or management that has been dissolved or destroyed;
exchange institution: the person whose business is to carry out exchange transactions;
exchange institution with its registered office in a non-designated state: an exchange institution with its registered office in a
a state outside the Netherlands that has not been designated as a state pursuant to Article 2:54l, second paragraph
where exchange institutions are supervised that offers sufficient guarantees
with regard to the interests that this law aims to protect;
exchange transaction:
a. a money exchange transaction;
b. the payment of coins or banknotes on presentation of a credit card or against
submission of a document as referred to in Section 1:5a(2)(g);
c. another related activity to be designated by order in council;
registered office: the place where a company is established according to its articles of association or regulations or,
if it is not a legal person, the place where that enterprise has its principal place of business.
Section 1.1.2. Scope with regard to financial undertakings
§ 1.1.2.1. General
Article 1:2
1.

This Act, with the exception of this part and chapters 5.1, 5.1a, 5.3, 5.5 and de
Sections 5.9.1, 5.9.2 and 5.9.3, does not apply to the European Central Bank
acting in its capacity as monetary authority, the central banks of the
Member States, national institutions of the Member States with a similar function,
public authorities of the Member States charged with or involved in the management of the
government debt, international public institutions in which or to which one or more
Member States participating and aiming to raise resources and provide financial assistance
to grant on behalf of their members who are involved with or threatened by
serious financial problems and institutions as referred to in Article 2(5) of the Directive de
capital requirements.

2.

Notwithstanding the first paragraph, this part and the part Supervision of conduct financial
companies applicable to the provision of payment services and the issuance of
electronic money by:
a. the European Central Bank and the central banks of the Member States;

Page 27

b. Member States as well as the regional or local authorities of the Member States.
Article 1:3
For the purposes of the provisions pursuant to this Act, financial undertaking financiële
also includes the person who belongs to one of the categories of financial undertakings
and which does not aim to make a profit.
Article 1:3a
1.

By or pursuant to a regulation as referred to in Section 1:24(3), 1:25(3),
or 1:25a, second paragraph, the rules laid down are, insofar as the Dutch Central Bank, the Authority
Financial Markets or the Netherlands Authority for Consumers and Markets with the implementation or enforcement of
those rules are, for the purposes of this Act, equated with by or pursuant to this
rules laid down by law.

2.

Articles 1:75 and 1:76 apply mutatis mutandis to the execution and
enforcement of the rules laid down by or pursuant to Regulation (EU) No 648/2012
of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central
counterparties and trade repositories (OJEU 2012, L 201) and the Central Bank Regulation
securities depositories.

3.

A decision of the Dutch Central Bank, the Netherlands Authority for the Financial Markets or the Authority
Consumer and Market, taken on the basis of by or pursuant to a regulation as referred to in
Article 1:24, third paragraph, 1:25, third paragraph, or 1:25a, second paragraph, rules, unless in
Annex 2 of the General Administrative Law Act provides otherwise, for the application of the
Articles 8:6 and 8:105 of the General Administrative Law Act equated with a decision on
pursuant to this Act, not being a decision against which pursuant to Article 4 of Annex 2 of the
General Administrative Law Act appeal can be lodged with the Appeals Tribunal for
the businesslife.

4.

By or pursuant to an order in council, for the proper implementation of
a regulation as referred to in Article 1:24, third paragraph, 1:25, third paragraph, or 1:25a, second paragraph,
further rules are laid down with regard to the
subjects.

§ 1.1.2.2. Settlement companies, payment service providers, clearing houses,
electronic money institutions and banks
Article 1:4
De Nederlandsche Bank is not a settlement company, clearing institution or bank within the meaning of
this law.
Article 1:5
This law does not apply to:
a. the issuance of payment instruments as referred to in Section 1:5a(2)(k);
b. the issuance of monetary values ​used to carry out payment transactions
as referred to in Article 1:5a, second paragraph, under l.
§ 1.1.2.2a. Payment services

Page 28

Article 1:5a
1.

2.

The rules laid down by or pursuant to the law only apply to payment services
offered in the Netherlands, unless provided otherwise in those rules.
The provision of payment services within the meaning of this Act does not include:
a. exclusively with currency and without the intervention of third parties directly by the
payer to pay payee carrying out payment transactions;
b. carrying out payment transactions between the payer and the payee, which,
be performed through a commercial agent authorized under a contract
to carry out the sale or sale at the expense of the payer or the payee alone
to effectuate or negotiate the purchase of goods or services
Close;
c. transport, collection, processing or delivery in the course of a business or profession beroep
of currency;
d. the execution of payment transactions consisting of not in the exercise of a
business or profession collecting and delivering currency in the context of an activity
not for profit or for charitable purposes;
e. the provision of services involving currency from the payee to the payer
is provided as part of a payment transaction in the form of a payment
for the purchase of goods or services, if the payer is immediately before the execution of
that payment transaction has requested that provision;
f. conducting money exchange transactions;
g. making payment transactions using any of the following documents issued by
a payment service provider are issued with the intention of making funds available
to a payee:
1°.
paper checks as referred to in the Geneva Convention of March 19, 1931 to
introduction of a uniform law on cheques;
2°.
paper checks comparable to the paper checks referred to under 1°, which
be governed by the law of Member States not party to the Geneva Convention of
March 19, 1931 introducing a uniform law on checks;
3°.
paper bills of exchange as referred to in the Geneva Convention of 7 June 1930 that
provides for a uniform law on bills of exchange and promissory notes;
4°.
paper bills of exchange comparable to the paper bills referred to under 3°, which
be governed by the law of the Member States not party to the Geneva Convention
of 7 June 1930 introducing a uniform law on bills of exchange and
promissory notes;
5°.
paper vouchers;
6°.
paper travel vouchers;
7°.
paper money orders as defined by the Universal Postal Union, established in 1874
at the Bern Convention;
h. without prejudice to Section 5:88, performing payment transactions within a payment or
a securities settlement system, or between settlement firms, central
counterparties as referred to in Article 212a, part c, of the Bankruptcy Act,
clearing houses, central banks of the Member States, other participants of any of the
referred systems, and payment service providers;
i. payment transactions in connection with securities services, including
distributions of dividends and other income related to securities, and redemption and
sale, carried out by persons as referred to in subsection h or by
investment firms, banks, or by other institutions to which the
safekeeping of financial instruments is permitted;
j. the provision of services by technical service providers in support of the
providing payment services without the technical service provider's consent at any time
comes into possession of the funds to be transferred, including processing and

Page 29

data storage, trust and privacy protection services,
authentication of data and entities, the provision of information technology and
communication networks, and the provision and maintenance of payment services
used machines and instruments, with the exception of payment initiation services and
account information services;
k. the provision of services based on specific payment instruments:
1°.
which the holder can only use in the business premises of the publisher or within
a limited network of service providers who have a direct trade agreement with
have a publisher, can purchase goods or services;
2°.
that can only be used for the purchase of a very limited
range of goods or services; or
3°.
that are exclusively offered in the Netherlands with a view to achieving
of specific goals laid down in social or tax regulations and with which
specific goods or services can be purchased from suppliers who have a
have a commercial agreement with the publisher;
l. the execution of payment transactions by a provider of
electronic communications networks or services associated with payment for
the electronic communications services are charged to a subscriber:
1°.

for the purchase of digital content and voice-enabled services, regardless of the
device used to purchase or use the digital content; or
2°.
in the context of a charitable activity or for the purchase of access or
tickets and where the transaction uses a
electronic device,
provided that the value per payment transaction does not exceed €50 and:
1°.
the total value of payment transactions for a subscriber per month not
amounts to more than €300; or
2°.
in the event that a subscriber opens his account with the provider of
pre-finances electronic communications networks or services, the total value of
the payment transactions do not exceed €300 per month;
m. to carry out payment transactions carried out for own account between
payment service providers, their agents or their branches;
n. the performance of payment transactions and related services between a
parent undertaking and its subsidiary, or between subsidiaries of
the same parent company, without the intervention of anyone other than one of the same
guideline group for the payment service provider; or
o. withdrawing currency from an ATM, insofar as the operator of the
ATM does not provide other payment services and acts on behalf of one or more
payment service providers, and to the extent that such operator is not a party to the
framework agreement for payment services of the person who transfers the funds of a
checking account. On the understanding that the information about
any costs for cash withdrawal pursuant to Article 4:22 is provided, both for the
cash withdrawal as after receipt of the currency at the end of the transaction after the
cash withdrawal.
3.

Rules may be laid down by or pursuant to an order in council with
with regard to an obligation to give notice to the Netherlands
Bank by providers of services, as referred to in the second paragraph, under k and l.

§ 1.1.2.3. Insurers
Article 1:6
1.

This law does not apply to:

Page 30

a. the Social Insurance Bank;
b. the Employee Insurance Agency, referred to in Chapter 5 of the Act van
structure of the work and income executive organization;
c. Wlz providers as referred to in Article 1.1.1 of the Long-term Care and Health Insurance Act
who were admitted in accordance with the Health Insurance Act;
d. mutual insurance companies with registered office in the Netherlands and companies on
mutual basis with registered office outside the Netherlands that exclusively cover non-life insurance
in respect of damage caused by or arising out of armed conflict,
civil war, insurrection, civil unrest, riot and mutiny;
e. companies that do not operate a sector other than the sector Assistance and
only provide cover in the event of an accident with or a defect in a
road vehicle, if, as a result of the cover, assistance in the event of an accident or defect in the Netherlands
or directly across the border is limited to:
1°.

on-site technical assistance, for which the company usually owns
personnel or equipment used;
2°.
the transport of the road vehicle to the nearest or most suitable
place of repair, as well as any transport of the driver and passengers,
usually with the same aid, to the nearest place from which they
continue travel by other means;
3°.
the carriage of the road vehicle, possibly with the driver and passengers,
to their place of residence, their place of departure or their original destination
in the Netherlands;
and, insofar as the cover also extends to an accident or defect abroad,
if the assistance is limited to the operations referred to under 1° and 2°, the driver or
a passenger is a member of the company and the assistance or transport of the vehicle only
on presentation of proof of membership, without payment of an additional premium,
carried out by a similar organization operating in the State concerned and
obliged to do so on the basis of reciprocity;
f. other entities that carry out insurance under a legal regulation of
social Security.
2.

If, in the case of a life insurance policy, in addition to the obligation to make monetary payments,
benefits, obligations of a different nature are accepted, or with that life insurance policy
liabilities are assumed in connection with events of which the origin is uncertain
and that affect a natural person, the business of a life insurer loses its character
not and these obligations are not considered to have been entered into in the exercise of
the insurance company.

Article 1:6a
1.

This law, with the exception of this part and chapters 5.1, 5.3 and 5.5, does not apply
applies to reinsurers designated pursuant to the second paragraph.

2.

Our Minister may, if he deems this necessary from a social point of view,
designate reinsurers established pursuant to agreements between
life insurers, non-life insurers or funeral expenses-in-kind insurers, which
agreements are aimed at bundling insurance claims,
without which agreements it would not be possible on the market for such risks
obtain adequate reinsurance cover.

3.

The decision to designate may be revoked by Our Minister if he
designation is no longer necessary from a social point of view, the agreements
no longer focus on bundling insurance claims, or
is no longer impossible for the aforementioned risks, even without the relevant agreements

Page 31

obtain adequate risk coverage.
Article 1:7
The reinsurers, life insurers and non-life insurers, united under the name
Lloyd's, of London, United Kingdom, for the purposes of this Act shall be collectively regarded as
a reinsurer, a life insurer or a non-life insurer.
Article 1:8
1.

If the business of a life insurer or the business of
non-life insurer is not considered the conclusion or settlement of life insurance policies
or non-life insurance for own account by a pension fund
insofar as that pension fund executes a pension agreement as referred to in
Article 1 of the Pensions Act or an occupational pension scheme as referred to in Article 1 of the
Mandatory Occupational Pension Scheme Act.

2.

If the business of a life insurer or the business of
non-life insurer is not considered the conclusion or settlement of life insurance policies
or non-life insurance policies for own account by companies that
not take out other life insurance or non-life insurance policies on its own account or
other than those that serve to implement a pension agreement with a
director-major shareholder as referred to in Article 1 of the Pensions Act.

3.

The conduct of the business of a reinsurer is not considered to be the conclusion or
settlement of reinsurance for own account by a pension fund insofar as
pension fund accepts risks from other pension funds that are
pension funds have been accepted in the context of concluding or settling
pension agreements as referred to in Article 1 of the Pensions Act or
occupational pension schemes as referred to in Article 1 of the Compulsory Act
occupational pension scheme.

Article 1:9
1.

To an insurer that has a license as referred to in Section 2:37(1), or
Article 2:40 for the conduct of the business of a life insurer in the sector
Life insurance in general and on that basis the business of a funeral expenses and benefits in kind insurer
conducts business, only the provisions governing the conduct of the business of
life insurer.

2.

To an insurer that has a license as referred to in Section 2:48(1) or 2:50,
first paragraph, for the conduct of the business of funeral expenses and benefits in kind insurer, has
exclusively the provisions relating to the conduct of the business of a funeral expenses and benefits in kind insurer
applicable.

Article 1:10
It shall be determined by order in council which of the
rules relating to the conduct of the business of a non-life insurer and the business of
funeral expenses and benefits in kind insurer, subject to conditions to be set therein, do not apply to
insurers belonging to one of the following categories:
a. non-life insurers with their registered office in the Netherlands that limit themselves to concluding and
to settle export credit insurance on behalf of or with a guarantee from the State of the
Netherlands;

Page 32

b. associations and mutual insurance associations of limited size with registered office in
Netherlands who conduct the business of funeral expenses and benefits in kind insurer.
Article 1:11
For the application of the provisions laid down by or pursuant to this Act with regard to the company of
non-life insurer, the Swiss Confederation is regarded as a Member State, on the understanding that
that with regard to certain subjects by or pursuant to an order in council
deviating rules may be imposed.
§ 1.1.2.4. Investment Funds and UCITS
Article 1:12
[Expired as of 22-07-2013]
Article 1:13
1.

The provisions pursuant to this Act with regard to investment institutions that have a
investment fund or an investment company with a separate manager and with regard to
of UCITS which constitute a fund for collective investment in transferable securities or a company
collective investment in securities with a separate manager is addressed to their managers.

2.

The provisions pursuant to this Act with regard to managers of investment institutions
applies mutatis mutandis to investment companies that do not have a separate manager
to have. The provisions under this law with regard to managers of UCITS are of
mutatis mutandis to companies for collective investment in securities that
do not have a separate manager, with the exception of Articles 1:60(1), 2:69b,
first paragraph, part a, 2:69c, 2:71, 2:72, 3:57, 3:95, and 4:59.

3.

The provisions under this law with regard to administrators of
investment institutions that manage investment institutions or rights of . in the Netherlands
offering participation in investment institutions, investment institutions that are established in the Netherlands
offer units, managers of the aforementioned investment institutions and
custodians associated with the investment institutions referred to are of corresponding
applies to managers of investment institutions that have rights of Nederland
have offered participation in investment institutions, investment institutions that in
Netherlands have offered units of participation and to the said
investment institutions affiliated custodians. The provisions of this law with
relating to UCITS offering units in the Netherlands, managers of those
UCITS and depositaries associated with those UCITS applies mutatis mutandis to UCITS
that have offered units in the Netherlands, managers of those UCITS and
depositaries associated with those UCITS.

4.

The provisions pursuant to this Act with regard to an investment institution, a
investment fund, a UCITS or a fund for collective investment in transferable securities of
mutatis mutandis to a sub-fund.

Article 1:13a
1.

The provisions pursuant to this law with regard to managers of investment institutions
is not applicable to:
a. entities as referred to in Article 2(3)(b) of the Directive on managers of
alternative investment funds;

Page 33

b. holding companies as referred to in Article 4(1)(o) of the Directive on managers of
alternative investment funds;
c. supranational organizations and comparable international organizations that
manage an investment institution insofar as the investment institution is in the public interest
acts;
d. national, regional and local authorities of the Member States and bodies or other
institutions that provide funds to support social security and pension systems
manage;
e. employee participation or employee savings plans;
f. entities for the sole purpose of conducting securitisations or securitization transactions as
referred to in Article 1, second paragraph, of Regulation (EC) No 24/2009 of the European
Central Bank of 19 December 2008 containing statistics on assets and
liabilities of FVCs carrying out securitization transactions
(OJEU 2009, L 15), as well as performing other activities to fulfill
that goal; and
g. managers of investment institutions insofar as they manage investment institutions
in which investments are made exclusively by the managers, their parent companies, their
subsidiaries or other subsidiaries of the parent companies,
if these managers, parent companies or subsidiaries themselves do not
be an investment institution.
2.

By way of derogation from Article 1:2, first paragraph, under this part and chapters 5.1,
5.1a, 5.3 and 5.5 did not apply to managers of investment institutions
apply to the central banks of the Member States.

Article 1:13b
1.

The provisions pursuant to this Act are, without prejudice to the second paragraph, with regard to
managers of investment institutions, not applicable to offering in the Netherlands
of units in an investment institution or management of a Dutch
investment institution, by a manager of an investment institution with its registered office in a state
designated by Our Minister on the basis of Section 2:66, subsection 1, or by a
manager of an investment institution with its registered office in a non-designated state, if:
a. units are only offered to qualified investors;
b. the state where the manager of the investment institution is established is not on the list of
non-cooperative countries and territories of the Financial Action Task Force or its
successor state; and
c. the Netherlands Authority for the Financial Markets and the supervisory authority of the state where the
manager of an investment institution are established a cooperation agreement
have concluded that at least ensures an efficient exchange of information and that the
The Netherlands Authority for the Financial Markets enables its supervisory tasks under op
to implement this law.

2.

Articles 3:74c, 4:37l to 4:37o, 4:37q to 4:37z, 5:3 and 5:25c are of
mutatis mutandis to the offering in the Netherlands of units in
an investment institution or manage a Dutch investment institution, by a
manager of an investment institution with its registered office in a state designated by Our Minister
designated pursuant to Section 2:66(1) or by a manager of a
investment institution with its registered office in a non-designated state.

3.

The provisions pursuant to this Act with regard to managers of investment institutions
does not apply to a licensed manager of an investment institution
having its registered office in another Member State, which offers units in the Netherlands in a
investment institution managed by him with its registered office in a non-Member State or in a

Page 34

feeder investment institution managed by it having its registered office in a Member State with a nonEuropean Master Investment Fund or with a European Master Investment Fund that
is not managed by a licensed European administrator, if:
a. units are only offered to qualified investors;
b. the state where the investment institution is established is not on the list of non-cooperatives
countries and territories of the Financial Action Task Force or its successor state;
c. the supervisory authority of the Member State where the administrator of the
investment institution is established and the supervisory authority of the state where the
investment institution is established have entered into a cooperation agreement that
ensures at least an efficient exchange of information and that the supervisory
authority of the Member State where the manager of an investment institution is established in
enables it to carry out its supervisory duties; and
d. the licensed administrator prior to the offer as referred to in the
preamble of this paragraph informs the Netherlands Authority for the Financial Markets that it intends to
to make an offer, at the same time providing a statement from the
supervisor of his home Member State that he has with regard to those
investment institution a license to offer units in or
for managing investment funds under the Alternative Managers Directive
investment institutions.
4.

Further rules may be laid down by or pursuant to an order in council
with regard to the referred to in the first paragraph, part c, and the third paragraph, part c,
cooperation agreements.

Article 1:14
The provisions of this law regarding UCITS do not apply to:
a. UCITS that are authorized to take out loans on the basis of their articles of association or fund regulations
above the requirements laid down by the Directive on undertakings for collective investment in securities
maximum and may pursue an investment policy that is broader than the guidelines laid down in the Directive
undertakings for collective investment in securities resulting from restrictions; and
b. investment companies whose subsidiaries invest primarily in other
objects other than financial instruments as referred to in Section 4:60(1).
Section 1.1.3. Scope related to financial services
§ 1.1.3.1. General
Article 1:15
This law, with the exception of this part and the Financial Markets Conduct Supervision Part, is not
apply to:
a. the provision of financial services, with the exception of the offering of rights
of participation in collective investment schemes or UCITS, by pension funds insofar as they
that provide financial services to the industry, company or profession
with which they are connected; and
b. managing individual assets for pension funds as referred to in
subparagraph a or funds affiliated thereto by persons associated with the
fund to which this financial service is provided.
Article 1:15a

Page 35

1.

The provisions with regard to clients pursuant to this Act apply mutatis mutandis
applies to persons to whom a financial undertaking intends
to provide a financial service.

2.

The provisions with regard to consumers pursuant to this Act apply mutatis mutandis
applicable to persons not acting in the course of their business or profession
natural persons to whom a financial undertaking intends to provide a financial service
to provide.

§ 1.1.3.2. Information society services
Article 1:16
1.

This Act, with the exception of Sections 2:36, subsections 2 to 4, 2:38, 2:39
and 2:46, does not apply to financial services that qualify as
information society service as referred to in Article 15d, paragraph 3, of Book 3 of the
Civil Code and which are granted by a financial undertaking from a
establishment in another Member State.

2.

If in order to protect one of the interests referred to in the sixth paragraph, under a,
of Article V of the Adjustment Act of the Directive on Electronic Commerce, measures
necessary, Our Minister may, if necessary, apply the sixth paragraph of that article
decide that the Part of the Supervision of the Conduct of Financial Enterprises and the de
provisions is wholly or partly, by way of derogation from the first paragraph, applicable to a
certain financial service as referred to in that paragraph.

Article 1:17
The provision of a financial service in the Netherlands also includes the provision of:
a financial service that qualifies as an information society service if
referred to in Article 15d, paragraph 3, of Book 3 of the Civil Code in another Member State
by a financial enterprise from a branch in the Netherlands.
§ 1.1.3.3. Providing investment services and performing investment activities
Article 1:18
This law, with the exception of the Financial Markets Conduct Supervision part, does not apply
applicable to the provision of investment services and the performance of investment activities
to the extent that:
a. these are exclusively granted to or performed for the company of which the
investment firm is a subsidiary, for its subsidiaries or for
another subsidiary of the company of which it is a subsidiary
is;
b. these consist solely of managing an employee participation plan with
relating to financial instruments;
c. these are provided or performed by life insurers, non-life insurers or
reinsurers;
d. it concerns investment services provided by persons who have these financial
provide services as an occasional activity in the context of another professional activity
which is subject to legal or administrative regulations or to a professional code
subject to and is not prohibited by virtue thereof;
e. advising on transactions in financial instruments in the context of the
exercising another professional activity and not specifically for this financial

Page 36

service is paid;
f. operators with an obligation to comply with the requirements laid down by or pursuant to Directive
No 2003/87/EC of the European Parliament and of the Council of 13 October 2003 to
establishing a scheme for greenhouse gas emission allowance trading within the
Community and amending Council Directive 96/61/EC (OJEU 2003, L 275)
rules that do not execute client orders when trading emission allowances
and who deal solely on their own account, unless they use a high-frequency technology
apply algorithmic trading;
g. it concerns investment activities by persons who act solely for their own
account in financial instruments other than commodity derivatives, emission allowances or
Emissions Derivatives, unless such persons:
1°.
be a market maker;
2°.
are members or participants of a regulated market or a multilateral
trading facility or direct electronic access to a
trading venue, with the exception of non-financial entities trading on a
trading venue carry out transactions for which it can be objectively demonstrated that
they reduce risks directly related to the commercial
business or activities related to the management of the treasury of
the non-financial entities or of the groups to which they belong;
3°.
apply a technique of high-frequency algorithmic trading; or
4°.
act on their own account, if they execute client orders;
h. they are granted or performed by persons acting on their own account, with
including market makers, in commodity derivatives, emission allowances or from
emission allowances derivatives, with the exception of persons trading for
own account when executing client orders, or by persons who
provide investment services in commodity derivatives, emission allowances or
emission allowances derivatives to the clients or suppliers of their
main business, if:
1°.
on a group basis, this act or service is considered individually and on
on an aggregate basis is an ancillary activity to their main business;
2°.
the group's main business does not consist of providing
investment services, the performance of investment activities, the exercise of the
bank's business or acting as a market maker in relation to
commodity derivatives;
3°.
no high-frequency algorithmic trading technique is used; and
4°.
is reported annually to the Netherlands Authority for the Financial Markets that of the
part included exception is used.
Article 1:19
1.

The provisions under this Act with regard to parts a and b of the
definition of the provision of an investment service in Article 1:1 does not apply to:
a. the purchase or sale of units in collective investment schemes by the
managers of the investment institutions; and
b. the purchase or sale of units of UCITS by the managers of the
UCITS.

2.

Articles 3:17, third paragraph, 3:18, 3:53, first and third paragraph, 3:57, first to third inclusive
paragraph and fifth to seventh paragraph, 4:9, third paragraph, 4:11, first and third to fifth paragraph,
4:14, first and second paragraph, 4:16, 4:18a to 4:18e, 4:19, 4:20, first to third
and sixth paragraph, 4:22, first paragraph, 4:23, first, third through sixth, 4:24, 4:25, 4:87, 4:89,
4:90 and 4:91n, paragraphs 1 to 3 and 6, apply mutatis mutandis to
performing an activity or providing a service as referred to in Section 2:67a,
second paragraph, by a manager of an investment institution or on the performance of a

Page 37

activity or the provision of a service as referred to in Section 2:69c, subsection 2, by a
manager of a UCITS.
Article 1:19a
1.

This law, with the exception of sections 5.9.1, 5.9.2 and 5.9.3, does not apply
applicable to:

a. transmission system operators as referred to in Article 2(4) of the Directive
2009/72/EC of the European Parliament and of the Council of 13 July 2009 on
common rules for the internal market in electricity and repealing
Directive 2003/54/EC (OJEU 2009, L 211) or Article 2(4) of Directive 2009/73/
EC of the European Parliament and of the Council of 13 July 2009 on
common rules for the internal market in natural gas and repealing
Directive 2003/55/EC (OJEU 2009, L 211) in the performance of their duties pursuant to:
1°.
the guidelines referred to in the preamble;
2°.
Regulation (EC) No 714/2009 of the European Parliament and of the Council of
13 July 2009 on the conditions for access to the network for
cross-border trade in electricity and repealing the Regulation (EC)
no. 1228/2003 (OJEU 2009, L 211);
3°.
Regulation (EC) No 715/2009 of the European Parliament and of the Council of
13 July 2009 on the conditions of access to
natural gas transmission networks and repealing Regulation (EC) No 1775/2005
(OJ 2009 L 211); or
4°.
the regulations established in accordance with the regulations referred to under 2° and 3°
network codes or guidelines;
b. persons acting on behalf of transmission system operators to
to carry out the tasks referred to under a;
c. operators or managers of a mechanism for balancing the
energy flows or from a pipeline network or from a system for
balancing energy supply and energy consumption;
and, to the extent that the persons referred to in this paragraph provide investment services or
engage in investment activities related to commodity derivatives for the in
those parts of the activities referred to.
2.

The first paragraph does not apply to operating a platform for the voor
secondary trading in financial transmission rights.

Article 1:19b
1.

The provisions pursuant to this Act with regard to investment firms do not apply
applicable to a central securities depository as referred to in Article 2(1),
part 1, of the regulation on central securities depositories that has a
license as referred to in Article 16, paragraph 1, of that regulation.

2.

Notwithstanding the first paragraph, the provisions pursuant to this Act with regard to:
investment firms, with the exception of Section 1.6.1, Section 2.2.12.1, Section
3.3.11.1 and Articles 4:9.0a and 4:83, applicable mutatis mutandis to an exchange
securities depository as referred to in the first paragraph that, in addition to providing services as
referred to in the Annex, Sections A and B, of the Central Ordinance
securities depositories provides investment services or carries out investment activities.

Article 1:19c

Page 38

This law, with the exception of chapters 5.1 and 5.3 to 5.8, does not apply
to investment firms having their registered office in a non-Member State which:
a. exclusively at the initiative of a client with registered office or domicile in the Netherlands,
provide investment services to or perform investment activities for that client; or
b. provide investment services or carry out investment activities for eligible
upcoming counterparties or professional investors as referred to in Annex II, Section I of
the Markets in Financial Instruments Directive 2014, insofar as they are included in
the register kept by the European Securities and Markets Authority in
in accordance with Article 48 of the Financial Markets Regulation
instruments.
§ 1.1.3.4. Financial services related to credit
Article 1:20
1.

This law does not apply to:
a. offering credit pursuant to a statutory provision with an objective of
general interest to a limited public,
1°.
interest-free or at a lower than market rate, or
2°.
at an interest rate that is not higher than the interest rate customary in the market
and under conditions more favorable to the consumer than those on the market
usual conditions;
b. financial services related to credit provided by an employer as an ancillary activity
is offered to its employees only,
1°.
interest-free or at a lower than market rate, or
2°.
at an interest rate that is not higher than the interest rate customary in the market
and under conditions more favorable to the consumer than those on the market
usual conditions;
c. financial services relating to credit, other than mortgage credit, consisting
from a rental agreement or to which such agreement is
should, unless it relates to to be designated by order in council
matters and has the purport to provide the enjoyment of the thing in which the
agreement relates, whether or not by extension of that agreement or the
entering into a new agreement will last longer than six months;
d. financial services relating to credit, other than mortgage credit, consisting
from the receipt of movable property from a consumer against the
making a sum of money available to the consumer, insofar as the claim against the
consumer to repayment is canceled if the movable property concerned is
financial undertaking to be monetised;
e. financial services relating to credit, other than mortgage credit, which are within
three months to be repaid and in respect of which only insignificant costs
be charged to the consumer;
f. cases to be determined by order in council in which financial services with
relating to credit, without interest or other charges, which
financial service provider is provided for the payment of costs aimed at
the conclusion of an agreement with regard to a financial product,
which is prohibited from providing or receiving certain commissions ontvangen
pursuant to Section 4:25a, first paragraph, under b.

2.

This law, with the exception of Articles 4:19, 4:22, 4:33 and 4:35, does not apply
applies to financial services in respect of an overdraft facility where the
consumer is obliged to repay within one month.

Page 39

§ 1.1.3.5. Financial services related to insurance
Article 1:21
This law does not apply to:
a. mediate in insurance, insofar as:
1°.
occasional advice is provided to one client in the context of another een
main professional activity other than insurance brokerage;
2°.
professional claims are handled for an insurer; or
3°.
it concerns claims settlement and loss adjusting.
b. financial services related to insurance to cover risks or with
with regard to obligations situated in a State which is not a Member State.
Article 1:22
The provisions pursuant to Articles 4:9, first, second, fourth and fifth paragraph, 4:10, 4:11, second
and third paragraph, 4:13, first and second paragraph, 4:15, first and second paragraph, 4:19, 4:20, first paragraph, 4:23,
paragraphs 1 to 3, and 4:73, paragraphs 1 to 5, shall have corresponding
application to insurance brokerage and reinsurance brokerage from
the Netherlands for clients who have their habitual residence in another Member State.
Section 1.1.4. Vulnerability of legal acts
Article 1:23
1.

The legal validity of a legal act under private law that has been performed in violation of
with the rules laid down by or pursuant to this Act is not liable on that account, except
unless otherwise provided in this Act.

2.

If a regulation as referred to in Article 1:24(3), 1:25(3), or 1:25a,
second paragraph, does not obligately regulate whether the legal validity of a private law
legal act performed in violation of the rules laid down by or pursuant to that
regulation is therefore voidable, the validity of such a
legal act cannot be challenged on that basis.

Chapter 1.2. Supervisors
Section 1.2.1. General provisions
§ 1.2.1.1. Target
Article 1:24
1.

Prudential supervision focuses on the soundness of financial enterprises and the
stability of the financial system.

2.

De Nederlandsche Bank, on the basis of this Act and with due observance of
the Banking Supervision Regulation, the task of which is the prudential supervision of financial undertakings
exercise and decide on the admission of financial undertakings to the
financial markets as well as certain financial undertakings.

3.

If a regulation as referred to in Article 288 of the
Treaty on the Functioning of the European Union concerns the soundness of op
undertakings operating in the financial markets or the stability of the financial system, at

Page 40

order in council be charged with the implementation and enforcement of the
rules laid down under that Regulation.
4.

By ministerial regulation, for the implementation of binding EU legal acts
further rules are laid down with regard to the way in which the Dutch Central Bank
performs the duties referred to in the second paragraph.

5.

In view of the authority of the Authority, the Dutch Central Bank has
personal data as referred to in Article 21a of the General Regulation Implementation Act
data protection, not the task of supervising payment service providers for
in so far as this relates to compliance with the provisions pursuant to Section 3:17, seventh
member.

Article 1:25
1.

Conduct supervision, partly in the interest of the stability of the financial system, is aimed
on orderly and transparent financial market processes, clear relationships between
market parties and careful treatment of clients.

2.

On the basis of this Act, the Netherlands Authority for the Financial Markets has the task of
exercise supervision of the conduct of financial markets and decide on the admission of toelating
financial firms to those markets.

3.

The Netherlands Authority for the Financial Markets may, if a regulation as referred to in Article 288
of the Treaty on the Functioning of the European Union relates to orderly
and transparent financial market processes, clear relationships between market parties or
careful treatment of clients, also by order in council
charged with the implementation and enforcement of the provisions laid down by or pursuant to that regulation
rules.

4.

By ministerial regulation, for the implementation of binding EU legal acts
further rules are laid down with regard to the way in which the Netherlands Authority for the Financial
Markets performs the task referred to in the second paragraph.

Article 1:25a
1.

The Authority for Consumers and Markets, referred to in Article 2, paragraph 1, of the Establishment Act
The Netherlands Authority for Consumers and Markets, on the basis of this Act, has the task of supervising
to exercise compliance with Sections 5:88 and 5:88a. Article 12j of the Institutional Act
Netherlands Authority for Consumers and Markets does not apply.

2.

The Authority for Consumers and Markets, referred to in Article 2, paragraph 1, of the Establishment Act
The Netherlands Authority for Consumers and Markets may, if a regulation as referred to in Article 288 of the
Treaty on the Functioning of the European Union provisions on competition law
concerning the financial markets, be taxed by order in council
with the implementation and enforcement of rules laid down by or pursuant to that regulation. Article 12j
of the Netherlands Authority for Consumers and Markets Institute Act does not apply.

3.

Articles 1:49, 1:55, first paragraph, 1:56, first, second and sixth paragraphs, 1:58, first to
with fourth paragraph, 1:65, first and fifth paragraph, 1:73, second, third and fourth paragraph, 1:74, third, fourth
and fifth paragraph, 1:79, with the exception of the first paragraph, part d, 1:80, with the exception of
part d, 1:81article 1:82 and division 1.5.1., with the exception of article 1:93a, are of
similar applications.

4.

Section 1:47(1) and (3) shall apply mutatis mutandis to the use of

Page 41

the powers, referred to in Sections 1:75, 1:79 and 1:80, by the Netherlands Authority for Consumers
and Market, on the understanding that both the Dutch Central Bank and the Netherlands Authority for the Financial
Markets can put forward their point of view.
5.

Article 1:59 applies mutatis mutandis, on the understanding that under the
designation referred to in the first paragraph of that article a binding designation as referred to in
Article 1 of the Authority and Market Establishment Act is understood.

6.

Article 1:75 applies mutatis mutandis, on the understanding that under the
designation referred to in the first paragraph of that article a binding designation as referred to in
Article 1 of the Authority and Market Establishing Act is understood and that the designation,
referred to in the second paragraph of article 1:75 an independent charge as referred to in article 1 of the
Authority and Market Institutions Act is understood, not being a binding designation as
referred to in the latter article.

7.

The civil servants referred to in Article 12a, paragraph 1, of the Authority Establishing Act
Consumer and Market, for the exercise of the supervision referred to in the first
paragraph, not about the powers referred to in Articles 5:18 and 5:19 of the General Act
administrative law.

Article 1:25b
1.

2.

Our Minister may establish policy rules with regard to the application by the
supervisors of the provisions of chapters 1.2 and 1.3.
The policy rules are published in the Government Gazette.

Article 1:25c
If a regulation referred to in Article 288 of the Treaty on the Functioning of the
European Union obliges to designate a body in the field of financial markets
in which out-of-court dispute proceedings can be instituted,
an order in council designated the competent body.
Article 1:25d
1.

De Nederlandsche Bank, the members of its management board and supervisory board and its
employees are not liable for damage caused by an act or omission in
the performance of a task assigned or granted on the basis of a statutory provision;
jurisdiction, unless such damage is to a significant extent the result of an intentional
improper performance of duties or an intentionally improper exercise of powers
or is largely due to gross negligence.

2.

The Netherlands Authority for the Financial Markets, the members of its management board and supervisory board and its
employees are not liable for damage caused by an act or omission in
the performance of a task assigned or granted on the basis of a statutory provision;
jurisdiction, unless such damage is to a significant extent the result of an intentional
improper performance of duties or an intentional improper exercise of powers
or is largely due to gross negligence.

3.

The first paragraph applies mutatis mutandis to the members of the board and, if
applicable, the members of the supervisory body, as well as the employees of:
a. the Deposit Guarantee Fund, referred to in Section 3:259a;
b. the Resolution Fund, referred to in Article 3A:86;

Page 42

c. a bridge institution as referred to in Section 3:159t, subsection 2, or 3A:373A:112;
d. a legal person as referred to in Article 3A:383A:113;
e. an asset and liability management entity as referred to in Section 3A:413A:117; as well as
on:
f. a trustee as referred to in Section 1:76;
g. a special administrator as referred to in Section 1:76a;
h. a special director as referred to in Article 3A:493A:120.
§ 1.2.1.2. Institutional provisions
Article 1:26
1.

The board of the Netherlands Authority for the Financial Markets consists of at least three and at least
highest five members. The chairman and the other members of the board are appointed by royal
appointed decision. Each appointment is for a maximum of four years. The Supervisory Board
For each appointment of a member of the board, a non-binding nomination can be submitted to Our
Submit minister. Reappointment to the same position is possible twice and each time for at least
maximum four years.

2.

The chairman and the other members of the board may be appointed by Our Minister
suspended or dismissed by royal decree if they no longer meet the requirements
for the performance of their duties or have seriously failed to do so. Dismissal
also takes place at its own request.

3.

Our Minister is responsible for the announcement in the Government Gazette of the information referred to in this article
referred appointments, suspensions and dismissals.

4.

Prior to drawing up the nomination by the Supervisory Board, the Board
of supervision, having heard the board, draw up a job profile.

5.

Salaries and pension and expense reimbursement schemes
of the chairman and the other members of the board are determined by the board of
supervision and require the consent of Our Minister.

Article 1:27
1.

The Netherlands Authority for the Financial Markets has a supervisory board.

2.

The supervisory board supervises the policy of the management board and the general course of
affairs and advises the board.

3.

The supervisory board consists of at least three and at most five members. Chairman
and the other members of the supervisory board are appointed by Our Minister. Each
appointment is for a maximum of four years. The supervisory board may
nomination submit a non-binding nomination to Our Minister. Reappointment is possible
take place twice and each time for a maximum of four years.

4.

The chairman and the other members of the supervisory board may be authorized by Our Minister
be suspended and dismissed for incapacity or incompetence for the fulfilled
position or because of other serious matters in the person of the person concerned
reasons. Dismissal also takes place at one's own request.

5.

Our Minister is responsible for the announcement in the Government Gazette of the information referred to in this article
referred appointments, suspensions and dismissals.

6.

Prior to drawing up the nomination by the Supervisory Board, the Board
a job profile of supervision.

Page 43

Article 1:27a
1.

The Board of Directors and the Supervisory Board of the Dutch Central Bank as well as the
The board and the supervisory board of the Netherlands Authority for the Financial Markets consist of persons
whose reliability is beyond doubt and which are suitable for the exercise of their
functions.

2.

The supervisory board or the supervisory board respectively makes a
reasoned assessment of the reliability and suitability of a person as
referred to in the first paragraph.

3.

There is a profile for the management board and the supervisory board of the
Dutch Bank. The profile is drawn up by the supervisory board, the
management, and requires the consent of Our Minister or the
shareholder.

4.

There is a profile for the board and the supervisory board of the Authority
Financial Markets. The profile is drawn up by the supervisory board, the board
heard, and requires the consent of Our Minister.

§ 1.2.1.3. Regulatory Power
Article 1:28
1.

If, pursuant to this Act, the supervisory authority is granted the power to:
to adopt generally binding regulations, the supervisor does not do so
than after he has obtained an eligible representative representation of
consulted undertakings under its supervision.

2.

In exceptional circumstances, the Dutch Central Bank is authorized to temporarily
adopt generally binding rules in the interest of the stability of the
financial system. The first paragraph does not apply.

3.

In the event of special circumstances, the Netherlands Authority for the Financial Markets, also in the
importance of the stability of the financial system, authorized temporary universally binding
adopt rules to promote the orderly and transparent
financial market processes, referred to in Section 1:25. The first paragraph does not apply.

4.

The supervisor shall immediately inform Our Minister of any
generally binding regulations.

Article 1:29
1.

If the generally binding regulations laid down by the supervisor are
the judgment of Our Minister is contrary to the law, a treaty or a binding decision of
an organization under international law, and the supervisor identified the deficiency
after consultation, Our Minister shall lay down rules for the
relevant subject, with simultaneous withdrawal of the supervisory authority's
generally binding rules laid down in the relevant subject.

2.

If the generally binding regulations laid down by the supervisor
result in an unreasonable burden on the financial markets, and the regulator

Page 44

has not remedied the deficiencies established after consultation, Our Minister may
ministerial regulation to lay down rules for the subject in question, while at the same time
withdrawal of the regulation set by the supervisor for the relevant subject
generally binding regulations.
3.

If Our Minister lays down regulations on the basis of the first or second paragraph, he shall:
a proposal to amend the Order in Council as soon as possible
in which the supervisor has been granted the power generally binding
to establish regulations.

4.

If the determined by the supervisor pursuant to Article 1:28, second or third paragraph,
generally binding regulations, in the opinion of Our Minister, are in conflict with the
law, a treaty, a binding decision of an international organization or an unreasonable
result in a tax on the financial markets, and the regulator
has not immediately remedied the detected deficiencies after consultation, Our
Minister to withdraw generally binding regulations.

Article 1:29a
By ministerial regulation, with due observance of the relevant provisions in binding EU
legal acts has been determined, rules are laid down with regard to
publish general information about the manner of exercising supervision under this
law, including relevant regulations.
Section 1.2.2. Information provision, management and supervision
Article 1:30
1.

The Framework Act for Independent Administrative Bodies applies to the Dutch Central Bank
and the Netherlands Authority for the Financial Markets, with the exception of:
a. for the Netherlands Authority for the Financial Markets: Articles 21, 22, 28, first paragraph, and 33;
b. for the Dutch Central Bank: Articles 21, 22, 28, first paragraph, 32, 33 and 34, first paragraph.

2.

The first paragraph also relates to the tasks that the Dutch Central Bank and the
Netherlands Authority for the Financial Markets on the basis of the applicable statutory regulations in the
public bodies Bonaire, Sint Eustatius and Saba.

3.

Notwithstanding the first and second paragraph, the Framework Act is independent administrative bodies
not applicable to the tasks that the Dutch Central Bank has under Articles 3 and 4,
first paragraph, parts b and d, of the Bank Act 1998 and Article 4 of the Money System Act BES
performs.

Article 1:31
[Expired as of 01-01-2013]
Article 1:32
[Expired as of 01-01-2013]
Article 1:33
[Expired as of 01-01-2013]

Page 45

Article 1:34
[Expired as of 01-01-2013]
Article 1:35
[Expired as of 01-01-2013]
Article 1:36
[Expired as of 01-01-2013]
Article 1:37
1.

2.

The supervisor submits an intended amendment to the articles of association for prior approval
to Our Minister. Articles 10:29 to 10:31 of the General Act
administrative law apply mutatis mutandis.
The consent referred to in the first paragraph may be refused:
a. if, after amendment, the articles of association are insufficiently aligned with the provisions of this Act;
b. if, after amendment, the articles of association provide insufficient guarantees for an independent
performance of duties by the supervisor;
c. because of conflict with the law or the public interest.

Article 1:38
[Expired on 01-01-2013 01-01-2013]
Article 1:39
[Expired as of 01-01-2013]
Article 1:40
[Expired as of 01-01-2013]
Article 1:41
[Expired as of 01-01-2013]
Article 1:42
1.

Our Minister may request the data or information necessary from the supervisor
to an investigation into the adequacy of this Act or the manner in which the
supervisor implements or has implemented this Act, if necessary for the sake of supervision
turns out.

2.

The supervisor shall provide Our Minister with the information referred to in the first paragraph or
information, unless it concerns confidential data or information within the meaning of Section 1:89,
first member who:
a. relate to or be traceable to an individual person or company,
with the exception of data or information relating to or traceable
to a separate financial undertaking:

Page 46

1°.

to which a license pursuant to the Market Access Part Financial
companies has been granted or who have received a supervision order as referred to
in Section 3:110 or of which that license or that
statement has been revoked or expired; and
2°.
in respect of which suspension of payment has been granted or which is in a state of
has been declared bankrupt or dissolved on the basis of a court decision;
b. relate to companies that are or have been involved in an attempt
enable a financial enterprise to continue its business; or
c. have been received from a supervisory authority or have been obtained in response to
a verification at a branch of a financial institution located in another state
company with its registered office in the Netherlands, and express consent has not been obtained
of that supervisory authority or of the supervisory authority of the State
where the on-the-spot verification was carried out.
3.

Our Minister may instruct a third party to provide data or information to him pursuant to
paragraph 2 have been provided to investigate and report to him. Also can
Our Minister authorize the third party acting on his behalf to provide data or
to make inquiries, in which case paragraphs 1 and 2 of corresponding
are applicable.

4.

Our Minister uses the data or information that he receives pursuant to the second or third
member has obtained solely for the purpose of forming its opinion on the adequacy of
this Act or the manner in which the supervisor implements or has implemented this Act.

5.

Our Minister and those who act on his instructions are obliged to observe secrecy
of the data or information received pursuant to the second paragraph.

6.

Notwithstanding the fourth and fifth paragraphs, Our Minister may add to the data or
findings derived from information and the conclusions drawn from them to both chambers
of the States General and the conclusions in a general sense from the investigation
disclose.

7.

The Government Information (Public Access) Act, the National Ombudsman Act, and Title 9.2 of the
General Administrative Law Act do not apply with regard to the
the data or information referred to above that Our Minister or the third party acting on his behalf
has under him.

Article 1:43
[Expired as of 01-01-2013]
Article 1:44
[Expired as of 01-01-2013]
Article 1:45
[Expired as of 01-01-2013]
Chapter 1.3. Cooperation of supervisors
Section 1.3.1. National supervisory authorities cooperation
Article 1:46

Page 47

1.

2.

The supervisors shall cooperate with a view to establishing general
binding regulations and policies so that, insofar as they relate to
subjects that belong to both prudential supervision and conduct supervision,
be as similar as possible.
The subjects referred to in the first paragraph in any case include: a.
a. the use of the powers referred to in section 1.4.2;
b. the remuneration policy, referred to in Chapter 1.7;
c. the reliability, as referred to in Articles 3:9 and 4:10;
d. the suitability, as referred to in Articles 3:8 and 4:9;
e. controlled and sound business operations, as referred to in Articles 3:17, second paragraph,
parts a and b, and 4:14, second paragraph, parts a and b; and
f. other subjects to be designated by order in council.

Article 1:47
1.

2.

The supervisor shall not take a decision to take a decision referred to in the second paragraph
measure than after he has offered the other supervisor a reasonable period of time to
to present its point of view. The first sentence does not apply if
the other supervisor does not supervise compliance with this Act by the
relevant person or company.
The measures are:
a. the appointment of a trustee pursuant to Section 1:76 or a special
administrator pursuant to Section 1:76a;
b. the withdrawal of a license pursuant to Section 1:104(1), opening words and
item b, c, d, e, f or j;
c. imposing the prohibition referred to in Section 1:58, subsections 2 and 3, 1:58a, seconda
paragraph, 1:58b, second paragraph, 1:58c, third paragraph, 1:59, second paragraph, 1:67, first paragraph, 1:77, first paragraph,
third sentence, 4:4, first paragraph, or 4:4a;
d. the designation pursuant to Section 1:75, with a view to having a
person who determines or co-determines the policy of a financial undertaking whether
for the purpose of sending out a person who is part of an organ
charged with overseeing the policy and general affairs of a
financial enterprise; and
e. the withdrawal of the designation pursuant to Section 2:105(4), if it is a
financial undertaking subject to the prudential supervision of the Dutch Central Bank
exercises.

3.

The point of view will be put forward in writing, unless there is immediate urgency, in view of the
interests involved, opposes this. In that case, a
opinion expressed orally, on the understanding that this is as soon as possible
is confirmed in writing. If the supervisor takes a decision as referred to in the first paragraph
that deviates from the view expressed by the other supervisor,
this, together with the reasons for the derogation, shall be stated in the statement of reasons for the decision. The
opinion or the written confirmation of an oral opinion constitutes a
integral part of the decision to take a supervisory measure.

4.

The first and third paragraphs apply mutatis mutandis to the preparation of a
draft decision to revoke a license pursuant to Section 1:104(5) of the
filing for bankruptcy pursuant to Article 212k or Article 213b of the
Bankruptcy Act.

Page 48

Article 1:47a
The Netherlands Authority for the Financial Markets consults the Dutch Central Bank or the European Central Bank
Bank, if it is authorized to exercise supervision pursuant to Articles 4 and 6 of the
Banking Supervision Regulation, before granting a license to a
investment firm that:
a. is a subsidiary of a bank, life insurer or non-life insurer to which
has been authorized in a Member State;
b. is a subsidiary of a parent company of a bank, life insurer
or non-life insurer licensed in a Member State;
c. controlled by a person who also controls a
bank, life insurer or non-life insurer licensed in a Member State
granted.
Article 1:47b
1.

De Nederlandsche Bank offers the Netherlands Authority for the Financial Markets the opportunity to advise
before issuing a declaration of no objection as referred to in Section 3:95
grants, if the applicant:
a. is a manager of a UCITS or an investment firm to which the Authority
Financial Markets has been granted a license as referred to in Section 2:69b, subsection 2,
Article 2:96 respectively;
b. is the parent company of a manager of a UCITS or a
investment firm as referred to under a;
c. is a person who controls a manager of a UCITS or a
investment firm as referred to under a.

2.

The first paragraph applies mutatis mutandis to the drawing up of a
draft decision as referred to in Article 15 of the Banking Supervision Regulation.

Article 1:47c
1.

If the supervisor is required to assess the suitability on the basis of this Act
of a person who determines or will determine the day-to-day policy of a bank or insurer
or which is or will be part of a body charged with the supervision of the
policy and the general course of affairs of the bank or insurer, he immediately asks,
sending the necessary data, advise the other supervisor about this.

2.

If the supervisor intends to judge that a person as referred to in the
first paragraph has the suitability required under this Act, he shall, under
forwarding the relevant data, the other supervisor of the intended voor
judge in knowledge.

3.

If the supervisor intends to judge that the reliability is beyond doubt
state of a person who determines the policy of a financial undertaking,
determines or will determine whether of a person who is or will be part of
of a body charged with supervising policy and general affairs
of the financial undertaking, it shall state, sending the relevant information, the
other supervisor of the intended opinion.

4.

After the other supervisor, after taking cognizance of the intended opinion as
referred to in the second and third paragraph, has communicated that he sees no reason to
to make a binding recommendation as referred to in Section 1:49, the supervisor may

Page 49

or announcing a related decision to the financial undertaking.
5.

The fourth paragraph does not apply if the assessment is made in the context of the
assistance to the European Central as referred to in Article 6 of the Banking Supervision Regulation
Bank.

Article 1:48
1.

If the Dutch Central Bank, in the context of the handling of a claim referred to in Article 2:3.0b,
2:3.0d, 2:3.0g, 2:3b, 2:13, 2:22, 2:32, 2:33, 2:42, 2:43, 2:54h, 3:33 or 3:110, fourth or fifth paragraph,
the application referred to must assess whether the applicant will comply with the
she asks that the Part of the Supervision of the Conduct of Financial Undertakings
application to decide whether a draft decision as referred to in Article 14 of the Regulation
to draw up banking supervision, advice on this to the Netherlands Authority for the Financial Markets.

2.

If the Netherlands Authority for the Financial Markets, in the context of the handling of a

2:3i, 2:67, 2:67b, 2:68, 2:69c or 2:99 must assess whether the applicant
will comply with the provisions laid down by or pursuant to the Part Prudential Supervision of Financial Undertakings
Before making a decision on that application, it requests advice from the
Dutch Bank.
3.

The supervisor whose advice as referred to in the first or second paragraph is requested,
issues the advice in writing within six weeks of the request.

4.

If the Netherlands Authority for the Financial Markets, in the context of an application for consent
as referred to in Section 2:122, 2:127 or 2:130 or in the context of a notification of a change
as referred to in Section 4:26(1) or (2), must assess whether the financial position financiële
of the applicant or the financial undertaking concerned is adequate,
it asks the Dutch Central Bank for advice on this. The Dutch Central Bank brings it
advice in writing within three weeks of the request.

5.

If the supervisor who has requested the advice considers deviating from the
advice, he gives the supervisor who gave the advice the opportunity to
advice orally.

6.

The advice referred to in the first, second or fourth paragraph is part of the decision at
with regard to the permit or consent or the draft decision referred to in the first paragraph.

Article 1:49
1.

If a supervisor, on its own initiative or as a result of an
notification as referred to in Section 1:47c, subsection 2, establishes that a person who
determines or will determine the day-to-day policy of a bank or insurer to which the other
supervisor or the European Central Bank has been or will be authorized or that
is or will be part of a body charged with the supervision of the
policy and the general course of affairs of the bank or insurer, not or no longer
has the eligibility required under this Act, he may make a binding recommendation
to the other supervisor regarding the content of an opinion to be given or taken of
decision on the suitability of that person or on taking a measure such as
referred to in section 1.4.2.

2.

If a supervisor, on its own initiative or as a result of an
notification as referred to in Section 1:47c, subsection 3, establishes that the reliability of
a person who determines the policy, will determine, co-determine or co-determine a
financial undertaking to which the other supervisor or the European Central

Page 50

Bank is or will be licensed or of a person who is or will be part of
form part of a body charged with supervising policy and the general course
of the affairs of that financial undertaking, is not or is no longer beyond doubt, it may
make a binding recommendation to the other supervisor regarding the content of a te
give an opinion or a decision to be made regarding the reliability of that person or to the
taking a measure as referred to in section 1.4.2.
3.

A binding recommendation as referred to in the first and second paragraph is
and is submitted in writing, unless immediate urgency, having regard to the
interests oppose it. In that case, a reasoned statement will suffice
formalized oral recommendation, on the understanding that it is made as soon as possible
is confirmed in writing.

4.

The supervisor to whom the binding recommendation referred to in subsections 1 and 2 is
is addressed, implement it as soon as possible. The reasoned written
recommendation or the written confirmation of the reasoned oral
recommendation, forms an integral part of a decision giving effect to
that binding recommendation.

5.

The first and second paragraphs do not apply if the European Central Bank on
under Articles 4 and 6 of the Banking Supervision Regulation is empowered to decide whether
judgments about the suitability and reliability of persons as referred to in the first or
second member. In that case, the Netherlands Authority for the Financial Markets can report its findings to the
European Central Bank or make a binding recommendation to the Dutch Central Bank
regarding the content of an opinion to be given in the context of the provisions of Article 6 of the
Regulation on banking supervision referred to assistance to the European Central Bank. The binding
Recommendation is an integral part of the opinion to be given.

Article 1:50
With a view to the proper implementation of binding EU regulations, a ministerial regulation may
legal acts relating to financial markets or persons working in those markets
rules are laid down with regard to the cooperation between the Dutch Central Bank and the
Authority for the Financial Markets.
Article 1:50a
By or pursuant to an order in council, with a view to proper implementation,
of the tasks referred to in Articles 1:24 to 1:25a, further rules are laid down with
regarding cooperation between supervisors and cooperation with the Authority
Consumer and Market.
Section 1.3.2. General cooperation with other Member States
§ 1.3.2.1. Cooperation and exchange of data and intelligence
Article 1:51
1.

The supervisor cooperates with a supervisory authority of another
Member State or a resolution authority as referred to in Article 3(1) of the Recovery Directive
and resolution of banks and investment firms, if that is for the fulfillment of
its duties under this Act or for the performance of its duties by that body or authority
is needed.

2.

In performing its duties, the supervisor considers the consequences that gevolgen

Page 51

its decisions, in particular in emergency situations, can affect the stability of the financial sector
system of all other Member States concerned, based on the
available information.
3.

At the request of a supervisory authority, the supervisor shall provide or
resolution authority as referred to in the first paragraph all data and information required for the
tasks of that supervisory or resolution authority are necessary.

4.

If the request relates to a manager of an investment institution, a
manager of a UCITS, an investment institution, an investment firm or a UCITS,
the Netherlands Authority for the Financial Markets may only decide to provide information or
to omit information if:
a. already a judicial for the same offense and against the same person in the Netherlands
proceedings have been instituted;
b. against the same person and for the same offense in the Netherlands already an irrevocable
judgment has been handed down.

5.

If the request relates to a manager of an investment institution, a
manager of a UCITS, an investment institution or a UCITS, the Netherlands Authority for the Financial
Markets also decide not to provide data or information,
if the provision of the data or information would be inconsistent with the
Dutch sovereignty, national security or public order.

6.

The Netherlands Authority for the Financial Markets notifies the supervisory authority of the other
Member State of its reasoned decision referred to in paragraphs 4 or 5.

7.

On request, the Netherlands Authority for the Financial Markets provides a supervisory authority
of another Member State where a market operator licensed as referred to in
Article 5:26(1) has been granted, takes appropriate measures to prevent access to trade
in its system for remote members or participants established in that Member State,
without delay the names of the members of or participants in the relevant
regulated market.

Article 1:51a
1.

The Dutch Central Bank works for the supervision referred to in Section 3.6.2,
together with the relevant supervisory authorities of other Member States. In the frame
the Dutch Central Bank will provide that supervisory authority on request,
with due observance of Section 1:90, subsections 1 to 3, all relevant information.

2.

De Nederlandsche Bank, on its own initiative, provides the relevant supervisory authorities with
authorities of other Member States all essential information for the performance of their duties at
for the purpose of supervision, as referred to in Section 3.6.2.

3.

Essential information as referred to in the second paragraph is in any case understood to mean:
data about:
a. the legal structure, governance and organizational structure of the group, including
of all regulated entities, non-regulated subsidiaries and significant
branches belonging to the group, as well as the supervisory authorities of other
Member States supervising the group's regulated entities;
b. procedures for the collection of information from the investment firms and
banks of the group, as well as for the verification of this information;
c. developments at investment firms, banks or other companies of the

Page 52

group that has serious adverse consequences for the investment firms or banks
could have;
d. important sanctions and special measures that the Dutch Central Bank or the
supervisory authorities of other Member States with regard to the information referred to in Section 3.6.2
the financial undertakings referred to.
4.

If the Dutch Central Bank supervises a Dutch
investment firm or Dutch bank that is a subsidiary of an EU
parent investment firm or an EU parent bank and needs information about the
introduction of approaches or methodologies as described under this Act and which
information has already been provided to the regulatory body supervising those EU
parent investment firm or EU parent bank, it first addresses this
supervisory authority.

5.

Before taking a decision that is important for the
supervisory duties as referred to in section 3.6.2 of another involved
regulatory body, with that body on:
a. changes in the shareholding, organization or governance structure of
investment firms and banks in the group; and
b. important sanctions or special measures.

6.

De Nederlandsche Bank requests advice from the supervisory authority of a
other Member State supervising on a consolidated basis, before taking a decision
on the imposition of a sanction or measure as referred to in the fifth paragraph, under b.

7.

De Nederlandsche Bank may request advice as referred to in the sixth paragraph in
omit urgent cases. In that case, it informs the supervisory authorities
other Member States of its decision without delay.

8.

If the Dutch Central Bank, in its capacity as central bank, becomes aware of
a situation as referred to in Section 1:93a, it immediately warns the supervisory
authority of the Member State responsible for supervision on a consolidated basis and shall share
all information that is necessary for the performance of its duties.

Article 1:51b
1.

The supervisory authority shall, on its own initiative, provide the supervisory authority concerned betrokken
authorities of other Member States without delay all information required for the performance of the task
of those supervisory authorities under the Collective Institutions Directive
investment in securities is required.

2.

The Netherlands Authority for the Financial Markets shall immediately provide the supervisory authority
of the Member State of the registered office of the UCITS information on irregularities in the manager
domiciled in the Netherlands of a UCITS, which may materially affect a good
performance of duties by the manager with regard to the UCITS and non-compliance by
the manager to that which has been determined pursuant to this Act.

3.

The Netherlands Authority for the Financial Markets shall immediately provide the supervisory authority
of the Member State of the registered office of a UCITS manager information on
irregularities at the UCITS domiciled in the Netherlands, which could have a material impact
to the proper performance of its duties by the administrator having its registered office in another Member State or on the
by the manager to meet the requirements of the directive institutions for collective
investments in securities.

4.

The Netherlands Authority for the Financial Markets notifies the supervisory authority of the other
Member State of changes to the data referred to in Article 2:122, second paragraph, or of
an amendment to the investor compensation scheme.

Page 53

Article 1:51c
1.

De Nederlandsche Bank may notify the supervisory authority of another Member State that
supervises on a consolidated basis a branch office located in the Netherlands of a
bank or investment firm with its registered office in another Member State or, if it is not supervised
is exercised on a consolidated basis, the regulatory body of the Member State of
the registered office of the bank or investment firm, request that branch as significant
to notice.

2.

The request states the reasons why the branch may be considered significant
identified, and in particular:
a. if it concerns a bank, or the market share in deposits of the bank in the Netherlands
located branch is more than 2 percent;
b. the likely consequences of a suspension or termination of work
of an investment firm or bank as referred to in the first paragraph for liquidity
of the market and payment, clearing and settlement systems in the Netherlands; or
c. the size and importance of the branch, in terms of the number of clients, within the
banking or financial system in the Netherlands.

3.

If the Dutch Central Bank supervises an investment firm or bank
domiciled in the Netherlands or supervises on a consolidated basis a Dutch
investment firm or Dutch bank and receives a request from a
supervisory authority of another Member State to establish a branch in that Member State
of this financial undertaking as significant, after neemt
agreement has been reached with the other supervisory authorities concerned on the
qualification of the branch as significant a decision on the qualification of a branch
as significant.

4.

If within two months of a request from the Dutch Central Bank, as referred to in
the first paragraph, no decision has been taken on the classification of a branch, the
Nederlandsche Bank, no later than two months later whether the branch is significant. Hereby
In its decision, the Dutch Central Bank takes into account the views and reservations of
the relevant supervisory authorities.

5.

The Dutch Central Bank shall send a decision, as referred to in the third and fourth paragraph, to the
relevant supervisory authorities.

Article 1:51d
1.

If the Dutch Central Bank supervises an investment firm or bank
with its registered office in the Netherlands, it sends the supervisory authority of a Member State where a
significant branch of this financial undertaking is located the information referred to in
Article 1:51a, third paragraph, under c and d, and carries out the supervisory activities referred to in
Section 3:278b(1)(c) in collaboration with that supervisory authority
from.

2.

If the Dutch Central Bank supervises a significant
branch of an investment firm or bank having its registered office in another Member State, it operates,
in the performance of the supervisory duties referred to in Section 3:278b(1)(c)
together with the supervisory authority of the registered office of the relevant financial

Page 54

company.
Article 1:51e
Further rules may be laid down by ministerial regulation for the implementation of binding EU legal acts
be made with regard to the cooperation between the supervisor and the
supervisory authorities of other Member States and the provision of data or information
by the supervisor to those supervisory authorities.
Article 1:52
1.

The supervisor may, for the purpose of performing its task on the basis of this
paragraph of any person, if this is necessary for the performance of the duties of
a regulatory body in another Member State is needed.

2.

Articles 5:13 and 5:20 of the General Administrative Law Act apply mutatis mutandis
application.

Article 1:53
The Dutch Central Bank is demanding the . required for the Insurance Directive group supervision
information only directly from the companies in the insurance directive group, if
that information first from the Dutch reinsurer, life insurer or
non-life insurer have been claimed, but have not been obtained or have not been obtained in time.
Article 1:54
[Expired as of 01-01-2014]
Article 1:54a
If a market operator that has been granted a license as referred to in Section 5:26(1)
granted in another Member State has made provisions enabling it for participants or
members of the trading venue to trade on it from that Member State, and the
activities of the trading venue are of significant importance to the operation of the
securities markets and the protection of investors in that Member State, the Authority
Financial Markets, without prejudice to Article 1:51, agreements with the relevant supervisory authorities
authorities in that Member State on the exercise of its supervision.
§ 1.3.2.1.a. Colleges of Supervisors
Article 1:54b
1.

If the Dutch Central Bank pursuant to Section 3.6.2 on a consolidated basis
supervises a Dutch investment firm or Dutch bank, it establishes a
college of supervisors to exercise the duties referred to in Articles 1:93a
and 3:278b, subject to section 1:90, paragraphs 1 to 3,
and ensure appropriate coordination and cooperation with relevant supervisory toezicht
authorities of other Member States.

2.

Without prejudice to the first paragraph, the Dutch Central Bank, if it supervises
an investment firm or bank with its registered office in the Netherlands that operates exclusively in other Member States
has branches located there, at least one of which has been designated as significant, in
cooperation with the relevant supervisory authorities of the Member States where a
significant branch is located, a college of supervisors to ensure the cooperation,

Page 55

referred to in Articles 1:51 and 1:51d.
3.

The Dutch Central Bank decides which supervisory authorities concerned participate
to a meeting or activity of the college of supervisors.

4.

In making its decision, as referred to in the third paragraph, the Dutch Central Bank shall take into account:
the relevance of the supervisory activity to be planned or coordinated for the concerned
supervisory authorities and in particular with the consequences that this decision may have
have for the stability of the financial system in the Member States concerned and with the
obligations under Article 1:51d.

5.

If the Dutch Central Bank supervises an investment firm or bank,
referred to in the second paragraph, it shall, with due observance of Section 1.5.1, establish the European
Banking authority informed of the supervisory activities of the college of supervisors,
including emergency surveillance activities, and shares the European
Banking Authority all information, including those required for the convergence of the supervision of special
importance.

6.

Further rules may be laid down by order in council with
relating to the duties of the Dutch Central Bank within the college of supervisors.

Article 1:54c
De Nederlandsche Bank participates in the relevant college of supervisors if it
supervises a subsidiary of an EU parent investment firm, an EU
parent bank, an EU financial holding company, or a significant
branch of an investment firm or bank as referred to in Section 1:51c. She can too
participate in its capacity as central bank.
§ 1.3.2.2. Compliance monitoring cooperation
Article 1:55
1.

If a manager of an investment institution, manager of a UCITS,
investment firm, intermediary in mortgage credit, payment institution,
data reporting service provider, electronic money institution, reinsurer, bank,
life insurer or non-life insurer with its registered office in the Netherlands has a branch in a
other Member State, the supervisor may, for the purpose of supervising compliance with this
law by that financial undertaking:
a. request the supervisory authority of the other Member State to submit to the branch
verify data or information; or
b. after notification to the supervisory authority of the other Member State itself at the
branch to verify or have verified data or information.

If it is a branch of a bank or investment firm within the meaning of the Regulation
capital requirements, the supervisor may also request an investigation whether that
conduct or have carried out research itself.
2.

If the Nederlandsche Bank, for the purposes of supervision on a consolidated basis,
as referred to in chapter 3.6 wishes to verify data or information with a
undertaking established in a Member State, it may, for the purpose of that supervision:
request from the supervisory authority of the other Member State that
verify data or information;

Page 56

b. after notification to the supervisory authority of the other Member State itself at that
company to verify or have verified data or information.
3.

If, for the purpose of supervising a manager of a UCITS or
wishes to verify a UCITS, data or information or to conduct an investigation at
a company established in another Member State, it may, in accordance with the
Articles 6 to 11 of the Implementing Regulation Undertakings for Collective Investment
in securities:
request from the supervisory authority of the other Member State that
verify or investigate data or information; or
b. after the approval of the supervisory authority of the other Member State itself with that
company to verify or have verified data or information or to conduct an investigation
to do or to do.

4.
5.

The first paragraph applies mutatis mutandis to payment service agents.
The third paragraph applies mutatis mutandis to administrators of
investment institutions and investment institutions.

Article 1:55a
The Dutch Central Bank may provide the information referred to in Section 1:74(1) itself or through zelf
by means of the persons referred to in Article 1:72, first paragraph, on-site verification at: a.
a. subject to the Insurance Directive Group Supervision, as referred to in Section 3:285
insurer;
b. affiliated companies of this insurer;
c. the parent companies of this insurer; or
d. affiliated companies of a parent company of this insurer.
Article 1:56
1.

If a manager of an investment institution, manager of a UCITS,
investment firm, payment service provider, data reporting service provider,
electronic money institution, reinsurer, bank, life insurer or non-life insurer
with its registered office in another Member State has a branch in the Netherlands, the supervisory
authority of that other Member State, after notifying the supervisor, at the
branch verify data or information necessary for the exercise of the
supervision of that manager of an investment institution, manager of a UCITS,
investment firm, payment service provider, data reporting service provider,
electronic money institution, reinsurer, bank, life insurer or non-life insurer.
If it is a branch of a bank or investment firm within the meaning of the
Capital Requirements Regulation or a branch of a reinsurer, life insurer or
non-life insurer within the meaning of the Solvency II Directive, the supervisory
authority of the other Member State also conduct an investigation.

2.

The supervisory authority of the other Member State may also
request at the branch to verify data or information necessary for the
exercising the supervision of that manager of an investment institution, manager of
a UCITS, investment firm, payment service provider, data reporting service provider,
electronic money institution, reinsurer, bank, life insurer or non-life insurer. The
supervisor will comply with this request, or the supervisory authority of the
other Member State the opportunity to verify data or information at the branch or
to verify. If it is a branch of a bank or investment firm within the meaning of

Page 57

of the Capital Requirements Regulation, the regulatory body of the
request an investigation from another Member State and be given the opportunity to
to conduct or commission an investigation.
3.

If a supervisory authority of another Member State for the purposes of the
supervision of compliance with the directive on undertakings for collective investment in securities or the
directive on managers of alternative investment institutions in the Netherlands
established company wishes to verify data or information or to conduct an investigation
it may request the Netherlands Authority for the Financial Markets to do so. The authority
Financial Markets will comply with this request or will the supervisory authority
opportunity to verify data or information, to have it verified or to conduct an investigation
to do or to do.

4.

If a supervisory authority of another Member State for the purposes of the
supervision on a consolidated basis of a bank with its registered office in that Member State data or
wishes to verify information with a company established in the Netherlands, it can
request the Dutch Central Bank to do so. The Dutch Central Bank indicates this request
or gives the supervisory authority an opportunity to review the data or information
to verify or to verify.

5.

If a supervisory authority of another Member State for the purposes of the
supervision of an insurance directive group wishes to verify data or information with a
company with its registered office in the Netherlands that is part of that insurance directive group,
the Dutch Central Bank carries out a verification requested by that supervisory authority
or does it carry out such verification within the framework of its powers or does it grant
permission to that supervisory authority to carry out or do the verification itself
perform. The supervisory authority of the other Member State may participate in the verification
participate if they do not perform it themselves. De Nederlandsche Bank states the
group supervisor of the action taken on the request for verification.

6.

For the purpose of a verification or investigation as referred to in the
first or second paragraph at the branch office or at the company information
progress. Articles 5:13, 5:17 and 5:20 of the General Administrative Law Act are of
similar applications.

7.

The first, second and fourth paragraphs apply mutatis mutandis with regard to
payment service agents of payment service providers having their registered office in another Member State, who
have a certificate issued by the supervisory authority of that Member State
license to provide payment services.

8.

The first, second and sixth paragraphs apply mutatis mutandis with regard to
agents of electronic money institutions established in another Member State who have
an authorization granted by the supervisory authority of that Member State allowing it
provide payment services, and persons to whom work has been outsourced by
electronic money institutions domiciled in another Member State.

9.

The first, second and fourth paragraphs apply mutatis mutandis to insurers
established in another Member State who have outsourced activities to a person who
is located in the Netherlands.

10.

If two or more supervisory authorities jointly with a reinsurer,
life insurer or non-life insurer verify data or information or conduct an investigation
as referred to in the first paragraph, the European Insurance and
occupational pensions participate in an on-site inspection.

Page 58

Article 1:56a
1.

If an investment firm with its registered office in another Member State has a branch
in the Netherlands, the Netherlands Authority for the Financial Markets, at the request of the supervisory
authority of that other Member State, at the branch by an expert data or
verify information or conduct an investigation.

2.

If an investment firm with its registered office in the Netherlands is a remote member of a
regulated market authorized in another Member State, the
regulatory body of that other Member State, after notification to the Authority
Financial Markets, itself verify or have verified data or information with this paragraph or a
do research.

Article 1:56b
1.

The Netherlands Authority for the Financial Markets can only refuse to comply with a request for
cooperation in conducting an investigation or in responding to a request, as referred to in Article
1:56, insofar as it concerns a request relating to an administrator of a
investment institution, a UCITS manager, an investment institution, a
investment firm or a UCITS, or Section 1:56a, if:
a. already a judicial for the same offense and against the same person in the Netherlands
proceedings have been instituted;
b. against the same person and for the same offense in the Netherlands already an irrevocable
judgment has been handed down.

2.

If the request relates to a manager of an investment institution,
manager of a UCITS, investment institution or UCITS, the Netherlands Authority for the Financial Markets
also refuse to comply with a request for cooperation in the performance of a
investigation or to a request as referred to in Section 1:56, if the investigation or the
verification of data or information would not be compatible with the Dutch
sovereignty, national security or public order.

3.

The Netherlands Authority for the Financial Markets notifies the supervisory authority of the other
Member State of its reasoned decision.

Article 1:57
1.

If a supervisory authority of another Member State for the purposes of the
supervision, referred to in section 3.6.4, requests to verify data or information regarding
a guideline group member with registered office in the Netherlands, the Dutch Central Bank will indicate this request
effect or give the supervisory authority concerned the opportunity to review the data
or verify information or have it verified.

2.

For the purpose of a verification as referred to in the first paragraph, the Dutch Central Bank may
request information. Articles 5:13, 5:17 and 5:20 of the General Administrative Law Act are
applicable mutatis mutandis.

1.3.2.3. Enforcement cooperation
Article 1:58
1.

If a manager of an investment institution with its registered office in another Member State,
manager of a UCITS with its registered office in another Member State, a bank, life insurer or
non-life insurer with registered office in another Member State who are operating from a branch in the Netherlands

Page 59

respectively carries out its business or provides financial services or services
carried out to the Netherlands, does not comply with a given by the supervisory authority
designation as referred to in Section 1:75, the supervisor informs the supervisory authority
of the other Member State.
2.

The supervisor may, without prejudice to Articles 1:79 and 1:80, and after the
supervisory authority of the Member State where the financial undertaking has its registered office
informed thereof, take the decision that the relevant financial
company may not conclude new agreements in the Netherlands, if these are not
complies with the provisions laid down by or pursuant to this Act:
a. notwithstanding the measures taken by the supervisory authority of the
Member State where the financial undertaking has its registered office;
b. in case these measures are insufficient; or
c. in the event that the supervisory authority, referred to in subparagraph a, does not take any measures
has hit.

3.

The supervisor may, without prejudice to Articles 1:79 and 1:80, and after the
supervisory authority of the Member State where the manager of an investment institution or
the manager of a UCITS has informed its registered office thereof, the decision
assume that the relevant manager of an investment institution or manager of a UCITS
no longer a specific investment institution with its registered office in the Netherlands or a
certain UCITS with its registered office in the Netherlands, if it does not comply with the
or is determined pursuant to this Act:
a. notwithstanding the measures taken by the supervisory authority of the
Member State where the manager of an investment institution or the manager of a UCITS are
has a seat;
b. in case these measures are insufficient; or
c. in the event that the supervisory authority, referred to in subparagraph a, does not take any measures
has hit.

4.

5.

The supervisor shall, on the basis of a decision taken on the basis of the second and third paragraphs:
notice in the Government Gazette as soon as the appeal period has expired or, if an appeal is lodged
instituted as soon as a final decision has been made on the appeal.
The first and second paragraphs apply mutatis mutandis to:
a. insurance or mortgage credit intermediaries having their registered office in another Member State;
b. payment service providers, on the understanding that branch also includes
payment service agent;
c. electronic money institutions domiciled in another Member State, on the understanding that
branch office also includes payment service agent or person to whom
work has been outsourced;
d. financial service providers having their registered office in another Member State that conduct the business of financial
institution, bank or insurer; and
e. reinsurance intermediaries established in another Member State.

6.

The first to third paragraphs apply mutatis mutandis to administrators of
investment institutions with their registered office in a non-Member State where another Member State
as reference Member State in accordance with Chapter VII of the richtlijn Managers Directive
alternative investment institutions has been established.

7.

If immediate action is necessary to protect the client's rights,
In derogation from the second paragraph, the supervisor may take the decision that a person involved

Page 60

insurance intermediary or reinsurance intermediary established in another Member State
no longer allowed to mediate in the Netherlands.
Article 1:58a
1.

If an investment firm with its registered office in another Member State which, through
services or provides investment services from a branch office in the Netherlands, or
investment activities performed in the Netherlands does not meet the requirements under the Part
Supervision of Conduct of Financial Companies or the Part of Supervision of Conduct of Financial Markets
imposed obligations, the supervisor informs the supervisory authority of the
other Member State thereof.

2.

The supervisor may, without prejudice to Articles 1:79 and 1:80, and after the
supervisory authority of the Member State where the investment firm has its registered office
informed thereof, take the decision that the investment firm does not
may enter into new agreements in the Netherlands if it continues to act in a manner that
the interests of investors or the orderly functioning of the financial markets apparently
harms:
a. notwithstanding the measures taken by the supervisory authority of the
Member State in which it has its seat;
b. in case these measures are insufficient; or
c. in the event that the supervisory authority, referred to in subparagraph a, does not take any measures
has hit.

3.

Article 1:58(4) applies mutatis mutandis.

Article 1:58b
1.

If an investment firm having its registered office in another Member State operating from a
branch office in the Netherlands does not provide investment services or perform investment activities
comply with an instruction given by the supervisor as referred to in Section 1:75,
the supervisory authority appoints the supervisory authority of the other Member State thereof
knowledge.

2.

In the case referred to in the first paragraph, the supervisor may also take the decision
that the investment firm concerned may not enter into new agreements in the Netherlands
close, without prejudice to articles 1:79 and 1:80.

3.

Article 1:58(4) applies mutatis mutandis.

Article 1:58c
1.

If a market operator with its registered office in another Member State that
makes available to members established in the Netherlands or remote participants do not comply
to the Financial Undertakings Part or the Part
Supervision of Conduct Financial Markets obligations imposed, the regulator states
supervisory authority of the other Member State.

2.

The first paragraph applies mutatis mutandis to an investment firm with
registered office in another Member State that has an organized trading facility or
operates a multilateral trading facility.

3.

The supervisor may, without prejudice to Articles 1:79 and 1:80, and after the
supervisory authority of the Member State where the investment firm or

Page 61

market operator has notified its or its registered office thereof,
take the decision that the investment firm or market operator concerned will
or may not make its facilities available in the Netherlands
established members or remote participants, if he or she continues to act on
a manner that protects the interests of investors, or the orderly functioning of the financial markets
apparently harms:
a. notwithstanding the measures taken by the supervisory authority of the
Member State in which it or he has its registered office;
b. in case these measures are insufficient; or
c. in the event that the supervisory authority, referred to in subparagraph a, does not take any measures
has hit.
4.

Article 1:58(4) applies mutatis mutandis.

Article 1:58d
1.

2.

If the supervisor gives an instruction as referred to in Section 1:75 to a
reinsurer with its registered office in another Member State that operates from a
branch carries out its business or provides services to the Netherlands, the regulator states
simultaneously inform the supervisory authority of the other Member State.
Article 1:58, second and fourth paragraph, shall apply mutatis mutandis.

Article 1:58e

Article 1:58e
1.

If the Dutch Central Bank is a group supervisor, it can pay towards a mixed
financial holding company or insurance holding company with its registered office in the Netherlands that is part of a
apply Article 1:75 of the insurance directive group if that holding company or one of the
insurers that are part of that group act in violation of the provisions of chapter
3.6. Article 1:75 also applies if the said provisions are
met but the solvency could still be endangered or the
intra-group agreements and positions or the risk concentrations the financial position of the
threaten insurers in that group.

2.

If the Dutch Central Bank is not a group supervisor, it may, at the request of the
group supervisor vis-à-vis a mixed financial holding company or insurance holding company with
registered office in the Netherlands that is part of an insurance directive group Articles 1:75, 1:79
up to and including 1:81, 1:85 and the provisions of chapter 3.6. apply accordingly if a
of the insurers that are part of that group acts contrary to the regulations of
other Member States for the implementation of the provisions of Chapter II of the Directive
solvency II. Article 1:75 also applies mutatis mutandis if the said
provisions are met, but solvency could still be at risk
or the intra-group agreements and positions or the risk concentrations
threaten the financial position of the insurers in that group.

Article 1:59
1.

If a manager of an investment institution, manager of a UCITS,
investment firm, insurance broker, payment institution,
electronic money institution, reinsurer, reinsurance intermediary, bank,
life insurer, premium pension institution or non-life insurer with its registered office in the Netherlands
carries on its business or its business from a branch in another Member State, or
provides financial services or provides services to another Member State does not satisfy
to legal regulations applicable in that other Member State, the supervisor

Page 62

to that end a notification from the supervisory authority of that other Member State
have received, as soon as possible a designation to the concerned manager of a
investment institution, UCITS manager, investment firm, intermediary in
insurance, payment institution, electronic money institution, reinsurer,
reinsurance intermediary, bank, life insurer, premium pension institution or
non-life insurer within a reasonable period set by the supervisor to comply with the
designation decision to follow a certain course of action, in order to avoid conflict with the
to terminate legal regulations in force in another Member State.
2.

If the instruction is not or insufficiently followed, the supervisor may,
after notifying that regulatory body, take the decision that
the relevant manager of an investment institution, manager of a UCITS,
investment firm, insurance broker, payment institution,
electronic money institution, reinsurer, reinsurance intermediary, bank,
life insurer, premium pension institution or non-life insurer no new
may conclude agreements or may no longer mediate in those other
member state.

3.

The supervisor informs the supervisory authority of the other Member State as
notification as soon as possible of the measures taken pursuant to the first or
second member.

4.

The first to third paragraphs apply mutatis mutandis if there is a
there is a substantial risk that a bank as referred to in the first paragraph will no longer comply with
the legal regulations referred to in that paragraph.

5.

The first to third paragraphs apply mutatis mutandis with regard to
payment service agents.

Article 1:59.0a
The Dutch Central Bank can freely dispose of the assets by a pension custodian
with registered office in the Netherlands restrict or prohibit at the request of a body that supervises
an institution for occupational retirement provision as referred to in Article 6(1) of the Directive
institutions for occupational retirement provision.
Article 1:59a
1.

The Netherlands Authority for the Financial Markets shall immediately set up a feeder UCITS with its registered office in the Netherlands
knowledge of the decisions taken, measures taken and violations observed
of what has been determined pursuant to Articles 4:57a to 4:57c, 4:61, 4:61a and 4:61b
and all notifications pursuant to Section 4:27 relating to the master UCITS with
registered office in the Netherlands in which the feeder UCITS participates or, if applicable, the manager,
custodian or accountant of the master UCITS.

2.

The Netherlands Authority for the Financial Markets informs the supervisory authority of the Member State
of the registered office of the feeder UCITS without delay notification of the decisions taken, taken
measures and established violations of that pursuant to Articles 4:57a to
and with 4:57c, 4:61, 4:61a and 4:61b, and all reports pursuant to Section 4:27
relating to the master UCITS domiciled in the Netherlands or, if applicable,
its accountant, administrator, or custodian. The Netherlands Authority for the Financial Markets sends a
copy of the notification to the feeder UCITS.

§ 1.3.2.4. Consulting in the context of other procedures and notifying certain

Page 63

decide
Article 1:60
1.

The Netherlands Authority for the Financial Markets consults the supervisory authority of the
relevant Member State or the European Central Bank before a license is issued
granted to a manager of an investment institution or a manager of a UCITS who:
a. is a subsidiary of a manager of an investment institution, manager
of a UCITS, investment firm, reinsurer, bank, life insurer or
non-life insurer licensed in another Member State;
b. is a subsidiary of a parent company of a manager of a
investment institution, UCITS manager, investment firm, reinsurer,
bank, life insurer or non-life insurer to which a
license has been granted;
c. controlled by a person who also controls a
manager of an investment institution, manager of a UCITS, investment firm,
reinsurer, bank, life insurer or non-life insurer to which in another
Member State has been authorised.

2.

The Netherlands Authority for the Financial Markets consults the supervisory authority of the
relevant Member State or the European Central Bank before a license is issued
granted to an investment firm that:
a. is a subsidiary of an investment firm, market operator,
reinsurer, bank, life insurer or non-life insurer to which in another
Member State has been authorized;
b. is a subsidiary of a parent company of a
investment firm, reinsurer, bank, life insurer or non-life insurer
licensed in another Member State;
c. controlled by a person who also controls a
investment firm, reinsurer, bank, life insurer or non-life insurer
licensed in another Member State.

3.

The Netherlands Authority for the Financial Markets consults the supervisory authority of the
relevant Member State before authorization is given to a market operator that:
a. is a subsidiary of a reinsurer, bank, life insurer or
non-life insurer licensed in another Member State;
b. is a subsidiary of a parent company of a reinsurer, bank,
life insurer or non-life insurer licensed in another Member State
has been granted;
c. controlled by a person who also controls a
bank, reinsurer, life insurer or non-life insurer to which in another
Member State has been authorised.

4.

De Nederlandsche Bank consults the supervisory authority of the
relevant Member State before authorization is granted to a bank that:
a. is a subsidiary of a bank, investment firm or insurer
licensed by or under the direct control of that
supervisory authority;
b. is a subsidiary of a parent company of a bank,
investment firm or insurer licensed by or
is under the direct supervision of that supervisory authority;

Page 64

c. controlled by a person who also controls a
bank, investment firm or insurer licensed by or
which is under the direct supervision of that supervisory authority.
5.

De Nederlandsche Bank consults the supervisory authority of the
relevant Member State before obtaining a permit as referred to in Article 14 of the Directive
solvency II is granted to a reinsurer, life insurer or
non-life insurer who:
a. is a subsidiary of an investment firm, reinsurer, bank,
life insurer or non-life insurer licensed in another Member State
has been granted;
b. is a subsidiary of a parent company of a
investment firm, reinsurer, bank, life insurer or non-life insurer
licensed in the other Member State;
c. is controlled by a natural or legal person who is also
exercises control over an investment firm, reinsurer, bank,
life insurer or non-life insurer licensed in another Member State
has been granted.

Article 1:60a
1.

The Netherlands Authority for the Financial Markets consults the supervisory authority of the Member State
of the registered office of a UCITS manager before deciding not to agree to the
application, as referred to in Section 2:72, second subsection.

2.

The Netherlands Authority for the Financial Markets provides within ten working days at the request of the
supervisory authority of the Member State in which a UCITS manager has its registered office in
The Netherlands intends to manage a UCITS further information regarding:
a. the scope of the license granted to the manager;
b. agreements with regard to the outsourcing of activities, referred to in Article
4:16; or
c. the management and custody agreement, as referred to in Section 4:43.

Article 1:61
1.

The supervisor informs the supervisory authorities of the Member States where a
financial enterprise with its registered office in the Netherlands conducts its business from a branch or
provides financial services or to which a financial enterprise provides services
as soon as possible of the withdrawal of the credit to that financial undertaking
license granted, as referred to in Section 2:11(1), 2:69b or 2:96.

2.

The supervisor shall inform the supervisory authorities of the Member States of the
withdrawal of a license granted to an insurer with its registered office in the Netherlands,
referred to in Section 2:26a(1) or 2:27(1).

3.

The Netherlands Authority for the Financial Markets consults the supervisory authority of the Member State
where the manager of a UCITS with its registered office in the Netherlands from a branch or via the
providing services, his activities are carried out before the license of the
manager of a UCITS referred to in Section 2:69b.

4.

The Netherlands Authority for the Financial Markets informs the supervisory authority of the Member State in which
be the manager of a UCITS from a branch or through the provision of services
activities performed, notified of a change in the terms of reference issued to the manager of a UCITS

Page 65

authorization granted and of any restrictions on the types of UCITS that the die
manager of a UCITS.
5.

The Netherlands Authority for the Financial Markets informs the supervisory authority of the Member State in which
units in a UCITS with its registered office in the Netherlands from a branch or by
through the provision of services and, if the manager of a
UCITS has its registered office in another Member State, the supervisory authority of the Member State of
the registered office of the manager of a UCITS of the withdrawal of a
license as referred to in Section 2:69b and of other measures against the UCITS
taken.

6.

If a financial undertaking with its registered office in another Member State from a branch
conducts its business or provides financial services or services in the Netherlands
to the Netherlands and the supervisory authority of that Member State notifies the supervisor
of the withdrawal of the license of that financial undertaking by that door
supervisory authority, the supervisory authority shall make this notification public.

Article 1:62
De Nederlandsche Bank informs the supervisory authority of the Member State concerned in the
opportunity to advise before a declaration of no objection as referred to in
Section 3:95 is granted if the applicant:
a. a manager of a UCITS, investment firm, reinsurer, bank,
is a life insurer, non-life insurer or payment institution to which in another
Member State has been authorized;
b. is the parent company of a UCITS manager, investment firm,
reinsurer, bank, life insurer, non-life insurer or payment institution as
referred to under a; or
c. is a person who otherwise controls a manager of a UCITS,
investment firm, reinsurer, bank, life insurer, non-life insurer or
payment institution as referred to under a.
Article 1:63
1.

De Nederlandsche Bank informs the supervisory authority of the member state referred to in
Article 3:60, first paragraph, the opportunity to issue advice before granting an exemption as
referred to in that article to a life insurer or non-life insurer.

2.

Before withdrawing an exemption as referred to in Section 3:60(1), the
Nederlandsche Bank the supervisory authority of the Member State concerned that
the same financial undertaking has granted a corresponding exemption, this
withdraw the exemption at the time proposed by the supervisor.

3.

If the supervisory authority of the Member State referred to in Section 3:60(1),
so requests, the Dutch Central Bank will withdraw an exemption as referred to in that article
the time proposed by that regulatory body.

4.

After the Dutch Central Bank has granted an exemption as referred to in Section 3:60(1),
granted or withdrawn, it shall notify the supervisory authority of the relevant Member State
informed of this.

Article 1:64
If a financial institution with its registered office in the Netherlands that issues a supervisory status certificate

Page 66

no longer complies with Article 3:110, paragraphs 3 to 6 inclusive, the Nederlandsche states
Bank the supervisory authorities of other Member States from which that financial institution operates
a branch carries on its business or provides financial services, or to which it provides services
made, informed thereof.
§ 1.3.2.5. Provision of information by the Dutch Central Bank to supervisory authorities
authorities of other Member States in connection with reinsurers, life insurers or
non-life insurers having their registered office in a non-Member State
Article 1:64a
De Nederlandsche Bank informs the relevant supervisory authorities of the other
Member States of a license issued under this Act to conduct the business
of reinsurer, life insurer or non-life insurer has been granted to a
subsidiary of an enterprise governed by the law of a State which
is not a Member State. In a notification as referred to in the previous sentence, the structure of the
group listed.
Article 1:64b
De Nederlandsche Bank informs the relevant supervisory authorities of the other
Member States of a declaration of no objection issued as referred to in Article 3:95
for a qualifying holding in a reinsurer, life insurer or
non-life insurer, if through the qualifying holding the reinsurer,
life insurer or non-life insurer becomes a subsidiary of a company
to which the law of a non-Member State applies.
Section 1.3.3. Cooperation with supervisory authorities of states that do not
be a member state
Article 1:65
1.

The supervisor may provide a supervisory authority or a resolution
relevant authority of a non-Member State, confidential data or information
to the extent that the exchange is for the performance of that body or authority
is needed. Article 1:90, paragraphs 1 to 3, applies mutatis mutandis.

2.

The Netherlands Authority for the Financial Markets may share confidential data or information with
relating to an investment firm, a trading venue or a market operator
to the following persons or bodies in a non-Member State:
a. a person charged in that state with the statutory audit of the annual accounts of
financial undertakings or market operators, or with the management of
compensation schemes, insofar as the provision is made for the purpose of exercising
of the duties of the person concerned;
b. an authority in that State charged with the supervision of persons charged with the
statutory audit of the annual accounts of a financial undertaking or of a
market operator;
c. a person who is involved in that state in the liquidation and bankruptcy of a
investment firm or a similar procedure;
d. an authority in that State charged with the supervision of persons involved in
the liquidation and bankruptcy of investment firms and other similar
procedures;
e. a body in that State charged with the supervision of persons operating in markets for
allowances are active in order to obtain a comprehensive picture of the financial and cash

Page 67

to form markets;
f. a body in that State charged with the supervision of persons operating in markets for
agricultural commodity derivatives are active in order to obtain a comprehensive picture of the financial
and spot markets.
3.

The Netherlands Authority for the Financial Markets can only apply the second paragraph if:
with regard to the data and information under the law of the relevant state
at least equivalent guarantees with regard to confidentiality as under op
of Article 1:90, first paragraph, and to the extent that the exchange for the exercise of
the tasks are performed by the person or body concerned.

4.

Insofar as the data and information, as referred to in the second paragraph, have been obtained from
a regulatory body of a non-Member State shall provide the Authority
Financial Markets not to a person or body as referred to in the second paragraph, unless
the supervisory authority from which the data and information have been obtained
has expressly consented to the provision of the data and information and in
where appropriate, has consented to the use for a purpose other than that for which the
data and information has been provided.

5.

The supervisor will immediately send after a body or authority as referred to in the
first paragraph whether a person or body as referred to in the second paragraph is an agreement
closed for the purpose of exchanging data and information, a copy of the
agreement to Our Minister.

6.

By ministerial regulation, for the implementation of binding EU legal acts
further rules are laid down with regard to the first to fourth paragraphs.

Article 1:66
1.

If a reinsurer, life insurer or non-life insurer having its registered office in a
state that is not a Member State when providing services to the Netherlands from another
Member State does not comply with a designation issued by the Dutch Central Bank as
referred to in Section 1:75, it shall institute the supervisory authority of that Member State thereof
knowledge.

2.

Article 1:58, second and fourth paragraph, shall apply mutatis mutandis.

Article 1:67
1.

If a clearing house or funeral expenses-in-kind insurer with its registered office in another state
does not comply with an instruction given by the supervisor as referred to in Article
1:75, the supervisor can, if necessary, take the decision that the
clearing institution or funeral expenses-in-kind insurer no new agreements in the Netherlands
may conclude through the provision of services, without prejudice to Articles 1:79 and
1:80.

2.

Article 1:58(4) applies mutatis mutandis.

Article 1:68
1.

For the implementation of treaties for the exchange of data or
information, or for the execution of agreements concluded with supervisory authorities
agreements for the exchange of data or information as referred to in Section 1:65 of
anyone to request information.

2.

Articles 5:13 and 5:20 of the General Administrative Law Act apply mutatis mutandis
application.

Page 68

Section 1.3.4. Cooperation and exchange of data and intelligence with European
organizations
Article 1:69
1.

The regulator works together with the European Commission, the European
supervisory authorities, the European Central Bank in its capacity as
supervisory authority, the Resolution Board, the Joint Committee of the European
supervisory authorities and the European Systemic Risk Board, if so
the performance of its duties under this Act or the performance of the duties of those
authorities is needed.

2.

With due observance of Article 1:90, first to third
member, the European Commission, the European Supervisory Authorities, the European
Central Bank in its capacity as supervisory authority, the Resolution Board, the
Joint Committee and the European Systemic Risk Board all data and intelligence
necessary for the performance of their duties.

3.

By ministerial regulation, for the implementation of binding EU legal acts
further rules are set with regard to cooperation and dispute settlement
within the European System of Financial Supervision and the provision of data and
information to bodies belonging to that system, the European Central Bank in its
capacity of supervisory authority, the Board, or the European
Commission.

Article 1:70
1.

The supervisor may, for the performance of its duties pursuant to Article
1:69 require information from anyone, if it is necessary for the performance of any function of the
European Commission, the European Supervisory Authorities, the European Central
Bank in its capacity as supervisory authority, the Resolution Board, the
Joint Committee of the European Supervisory Authorities or the European Committee
for systemic risks.

2.

Articles 5:13 and 5:20 of the General Administrative Law Act apply mutatis mutandis
application.

Article 1:71
1.

By providing assistance with investigations or inspections as referred to in Articles 11
and 12 of the Banking Supervision Regulation and Articles 35 and 36 of the Regulation
single resolution mechanism are taxed by the pursuant to Article 1:72
Netherlands Central Bank designated persons. They are authorized to cooperate with everyone
to demand such investigations and inspections.

2.

The persons referred to in the first paragraph are also authorized to use business premises, books or
modestly sealed.

3.

Articles 5:12, 5:13, 5:15 to 5:17 and 5:20 of the General Administrative Law Act
apply mutatis mutandis.

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Chapter 1.4. Surveillance and enforcement
Section 1.4.1. Compliance monitoring
Article 1:72
1.

With the supervision of compliance with the rules laid down by and pursuant to this Act,
charges the persons designated by decision of the supervisor.

2.

A decision as referred to in the first paragraph is notified by posting in
the Government Gazette.

Article 1:73
1.

The persons referred to in Section 1:72(1) do not have the powers,
referred to in Articles 5:18 and 5:19 of the General Administrative Law Act.

2.

To the extent that the provisions issued by the Netherlands Authority for the Financial Markets pursuant to Section 1:72
persons designated to exercise conduct supervision with regard to
financial undertakings to which the Dutch Central Bank has granted a license,
require information about aspects of business operations, as referred to in Section 3:17, second
subsection, under a or b, these persons do not use their powers under
of Articles 5:15, 5:16 or 5:17 of the General Administrative Law Act, then after the
Nederlandsche Bank was requested to provide this information and it appeared that the
Nederlandsche Bank is unable to meet this request.

3.

Insofar as the . designated by the Dutch Central Bank pursuant to Section 1:72
persons for the exercise of prudential supervision with regard to financial
companies to which the Netherlands Authority for the Financial Markets has granted a license,
require information about aspects of business operations as referred to in Section 4:14,
second paragraph, under a or b, make the amounts issued by the Dutch Central Bank pursuant to Article
1:72 designated persons do not use their powers under Articles
5:15, 5:16 or 5:17 of the General Administrative Law Act, then after the Netherlands Authority for the Financial
Markets has been requested to provide this information and it has become apparent that the Netherlands Authority for the Financial
Markets cannot meet this request.

4.

From the second and third paragraph, after consultation with the other supervisor,
deviated from if there is a reasonable suspicion of a violation of the
pursuant to this Act and without delay, having regard to the interests involved, that
necessary.

Article 1:74
1.

For the performance of a task pursuant to this Act, the supervisor may:
request information from anyone.

2.

Articles 5:13 and 5:20 of the General Administrative Law Act apply mutatis mutandis
application.

3.

Insofar as the Netherlands Authority for the Financial Markets performs conduct of business supervision
with regard to financial enterprises licensed by the Dutch Central Bank een
has granted, needs information about aspects of the business operations, referred to in Article
3:17, second paragraph, under a and b, the Netherlands Authority for the Financial Markets does not require any information,
than after the Dutch Central Bank has been requested to provide this information and it has become apparent

Page 70

that the Dutch Central Bank cannot meet this request.
4.

Insofar as the Dutch Central Bank for the exercise of prudential supervision at least
with regard to financial undertakings to which the Netherlands Authority for the Financial Markets has a
has granted a permit, needs information about aspects of the business,
referred to in Section 4:14(2)(a) or (b), the Dutch Central Bank shall not demand
information, until the Netherlands Authority for the Financial Markets has been requested to provide this information
and it has become apparent that the Netherlands Authority for the Financial Markets is not complying with this request
can come.

5.

From the third and fourth paragraph, after consultation with the other supervisor,
deviated from if there is a reasonable suspicion of a violation of the rules at
or pursuant to this Act and with immediate urgency, having regard to the interests involved, that
necessary.

Section 1.4.2. Enforcement
Article 1:75
1.

The supervisor or the European Central Bank, if it is authorized to supervise
exercise pursuant to Articles 4 and 6 of the Banking Supervision Regulation, a
person who does not comply with what has been determined by or pursuant to this Act, by means of
oblige the giving of an instruction within a period specified by the supervisor,
or the European Central Bank respectively, a reasonable period with regard to in
the points to be indicated in the designation decision to follow a certain course of action.

2.

The Dutch Central Bank or the European Central Bank, if it is authorized to supervise
under Articles 4 and 6 of the Banking Supervision Regulation, a
also give instructions as referred to in the first paragraph to a financial undertaking
if it detects signs of a development that affects the shareholders' equity, solvency or
liquidity, respectively the technical provisions, of that financial undertaking in
can endanger.

3.

An instruction pursuant to the first or second paragraph to a bank or
investment firm as referred to in Article 3A:2, or in accordance with Article 30 of the
Directive on the recovery and resolution of banks and investment firms to an EU
parent company may seek to impose a measure as referred to in
Article 27, first paragraph, under a, b, d, e, f, or h, or Article 28 of the Recovery Directive and
resolution of banks and investment firms.

4.

An instruction given to a person pursuant to the first or second paragraph serves
does not affect agreements between that person and third parties.

5.

The fourth paragraph does not apply to agreements between a financial
undertaking or a person at the head of a group as referred to in Article 1:114
group company and a natural person working under its responsibility,
insofar as the designation relates to Chapter 1.7.

Article 1:75a
1.

The supervisor or, depending on the division of competences on the basis of the
Articles 4 and 6 of the Banking Supervision Regulation, the European Central Bank may
violation by a bank or investment firm as referred to in Article 3A:2, or
in accordance with Article 30 of the Bank Recovery and Resolution Directive and
investment firms by an EU parent undertaking of regulations laid down by or

Page 71

by virtue of:
–
–

–

Articles 2:11, 2:15, 2:20, 2:25, 2:26, ​2:108, 2:110, 2:112, 2:114;
the Prudential Supervision of Financial Enterprises Part, the Conduct Supervision Part
financial undertakings or the Capital Requirements Regulation, if violation of the
regulation is classified in the third fine category, referred to in Article 1:81, second paragraph;
or
Articles 3 to 7, 14 to 17 and 24, 25 and 26 of the Markets Regulation
for financial instruments;

take the following measures with regard to that bank or investment firm:
a. require certain resolutions to be submitted to the general meeting for approval
submitted, or, if this is not complied with within the prescribed period,
convene them themselves for that purpose;
b. require the legal or operational structure of the company to be changed.
2.

The first paragraph applies mutatis mutandis if the violation is in the near
future is probable due to a rapidly deteriorating financial condition of the
company, to be assessed with due observance of the conditions referred to in Article 27,
first paragraph, preamble, of the Directive on recovery and resolution of banks and
investment firms.

Article 1:76
1.

2.

The supervisor may decide to appoint one or more persons as receivers for
with regard to all or certain organs or representatives of a financial undertaking
if that financial undertaking does not comply with the provisions of this Act.
The decision pursuant to the first paragraph shall only be taken:
a. after the financial undertaking has failed to comply, or not fully within the specified period,
an instruction as referred to in Section 1:75(1) has been complied with; or
b. if the violation referred to in the first paragraph prevents adequate functioning of the
financial undertaking seriously at risk and that financial undertaking
was given the opportunity to express its views on the
intended decision; or
c. if the violation referred to in the first paragraph affects the interests of consumers or, if
it concerns financial instruments or insurance, the interests of clients with
exception seriously endangers professional investors and which
company has been given the opportunity to express its views in advance
about the intended decision.

3.

4.

Without prejudice to the first and second paragraph, the Dutch Central Bank may decide to
to appoint more persons as receivers in respect of all or certain bodies or
representatives of a financial undertaking if they are with that financial undertaking
detects signs of a development affecting equity, solvency or
liquidity, respectively the technical provisions, of that financial undertaking in
could endanger.
The decision pursuant to paragraph 3 shall only be taken:
a. after the financial undertaking has failed to comply, or not fully within the specified period,
an instruction as referred to in Section 1:75, subsection 2, has been complied with; or
b. if immediate intervention is necessary and the financial undertaking intervenes in advance

Page 72

was given the opportunity to express its views on the proposed
decision.
5.

The appointment decision contains, among other things, a description of the interests by which the
trustee must be guided. The supervisor appoints the trustee for a maximum period of one
years, with the option of extending this period each time for a maximum of one year; the
extension takes effect immediately. From the time when the decision to
appointment of the bankruptcy trustee to the financial undertaking has been announced
relevant bodies or representatives only exercise their powers after
approval by the trustee and with due observance of the instructions of the trustee.

6.

The supervisor or the European Central Bank, respectively, may appoint the trustee
request a written report during or upon termination of his/her work werkzaamheden
of its activities and of the financial position of the financial undertaking.

7.

An administrative appeal can be lodged against a decision of a bankruptcy trustee with the
supervisor.

8.

After the appointment of a trustee:
a. grant the bodies and representatives of the financial undertaking the
trustee full cooperation;
b. the supervisory authority may inform the relevant bodies or representatives of the financial
allow the company to perform certain legal acts without approval;
c. the supervisor may at all times replace the trustee appointed by him;
d. is liable for damage as a result of acts performed in violation of a decision such as
referred to in paragraph 1 or 3, any person who is a member of the organ of the
financial undertaking that performed these acts, jointly and severally liable
towards the financial undertaking, unless the performance of these acts is not
is attributable to him and he has not been negligent in taking measures to
to avert its consequences;
e. the acts referred to in subsection d, insofar as these are legal acts, are
voidable, if the other party knew or should have known that the required approval
was missing.

9.

As soon as the circumstance referred to in the first or third paragraph is no longer present,
the supervisor in the decision to appoint the trustee. The supervisor makes it
decision to withdraw is immediately communicated to the financial undertaking.

10.

The first, second and fifth to ninth paragraphs apply mutatis mutandis
to anyone who collects commercially repayable funds from the public in or from the Netherlands
attracts, obtains or has available.

Article 1:76a
1.

The supervisor or, depending on the division of competences on the basis of the
Articles 4 and 6 of the Banking Supervision Regulation, the European Central Bank may
bank or investment firm as referred to in Article 3A:2, or in accordance with Article 30 of
the Directive on recovery and resolution of banks and investment firms in an EU
parent company appoint one or more special administrators to manage the management of
to temporarily replace the enterprise or members thereof, if a designation pursuant to
Article 1:75 which extends to the imposition of a measure as referred to in Article 28 of the
Directive on the recovery and resolution of banks and investment firms, is not sufficient, the
application of Section 1:76 is not sufficient and there is:

Page 73

a. a significantly deteriorating financial condition;
b. a violation classified in the third fine category, as referred to in Article 1:81,
second member; or
c. a serious violation of the company's articles of association.
2.

In the decision to appoint a special administrator, with due observance of
of Article 29(5) of the Bank Recovery and Resolution Directive and banken
investment firms, determined what role, tasks and powers are assigned to the special
administrator are assigned.

3.

The supervisory authority or the European Central Bank respectively makes the decision
appointment of a special administrator.

4.

Article 1:76, fifth paragraph, second sentence, sixth and seventh paragraph, is of corresponding
application.

Article 1:76aa
1.

De Nederlandsche Bank can apply for one or more special insurance policies at a premium pension institution
appoint administrators to manage the company in whole or in part
replace if:
a. a designation pursuant to Section 1:75 is not sufficient;
b. the application of Section 1:76 is not sufficient; and
c. it deems necessary to protect the interests of the participants in and the
pensioners of a pension scheme.

2.

In the decision to appoint a special administrator, it shall be determined which role,
tasks and powers are assigned to the special administrator.

3.

The supervisor makes the decision to appoint a special administrator
public.

4.

Article 1:76, fifth paragraph, second sentence, sixth and seventh paragraph, is of corresponding
application.

Article 1:76b
1.

A measure taken with regard to an entity referred to in Article 3A:2 as referred to
in Articles 1:75, first paragraph, with regard to a recovery plan referred to in Article 3:17, 1:75,
third paragraph, 1:75a, 1:76 or 1:76a, or any event directly related thereto,
is for the purposes of an agreement to which that entity is a party, if it
proceeds with both the fulfillment of the obligations arising from the stipulations in
the agreement that reflects the core of the performance, as the provision of
securities, none:
a. ground for enforcement as referred to in Article 2(1)(l) of the Directive
financial collateral arrangements;
b. ground for exercising a termination right;
c. ground for acquiring the possession, exercise of control or
exercise or creation of a security interest over an asset owned by the entity;
or
d. ground for prejudice to the entity's rights under the agreement.

2.

The first paragraph applies mutatis mutandis to an agreement that has been entered into

Page 74

by an entity in the group of which the entity referred to in the first paragraph is a part and
containing cross-deficiency provisions.
3.

The first paragraph, under a and b, applies mutatis mutandis to a
agreement entered into by a subsidiary of the entity referred to in
the first paragraph and which includes obligations incurred by another entity in the group whose
entity referred to in the first paragraph is part, are guaranteed or otherwise become
guaranteed.

4.

A measure or an event as referred to in the first paragraph does not affect:
a. a transfer order issued to a system or system operator as
referred to in Article 212a, part b, or part q, respectively, of the
Bankruptcy Act, a central counterparty or central bank;
b. an order given to a system or system operator as referred to in subparagraph a
to set off, or any payment, delivery,
set-off or other legal act that is required to fully execute the assignment
feed; or
c. rights and obligations arising for the entity in connection with its participation
to the system.

5.

This article is a provision of particularly mandatory law as referred to in article 9 of
Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008
on the law applicable to contractual obligations (PbEU 2008,
L 177).

Article 1:76c
If a system operator as referred to in Article 212a, part q, of the Bankruptcy Act
transfers an asset with the intent of providing some form of security to another
system operator in connection with an interoperable system and on this transfer Article 84,
third paragraph of Book 3 of the Dutch Civil Code does not apply, the related
rights existing with that collateral of the system operator providing the collateral shall not
affected by insolvency proceedings against the system operator to whom the
security was provided.
Article 1:76d
1.

The Netherlands Authority for the Financial Markets may grant an investment firm that does not comply
to the provisions pursuant to this Act with regard to investment firms, temporarily
disqualify from being a participant or member of a trading venue.

2.

A disqualification as referred to in the first paragraph may be imposed for a period of at least
a maximum of one year and can be extended once for a maximum of one year.

Article 1:77
1.

If a financial undertaking of the supervisory authority or the European Central Bank
has received a designation as referred to in Section 1:75 with regard to business operations
or its financial position, and that financial undertaking does not or insufficiently follow this
has given, the supervisor or the European Central Bank may decide not to
longer allow that financial undertaking to operate from the branch or establishment or through
conducts its business or provides financial services through the provision of services in
the other state. The supervisory authority or the European Central Bank shall notify this
decision to the regulatory body of the State concerned. From the time of this

Page 75

notification, the financial undertaking is prohibited any longer from the branch or the
establishment or through the provision of services to carry on its business or provide services
to be granted in the other state.
2.

If an insurer has received a designation as referred to in Section 1:75 with
with regard to the suitability or reliability of the representative of the
insurer or of a person who determines the day-to-day policy of that insurer, and the
insurer has not or insufficiently followed this up, the first paragraph of
similar applications.

Article 1:77a
The Netherlands Authority for the Financial Markets may appoint the manager of an investment institution or the manager
of a UCITS by means of an instruction, in the public interest or in the
interest of the participants the subscription, redemption or redemption of units
to suspend.
Article 1:77b
1.

The Netherlands Authority for the Financial Markets may, in execution of a request to that effect,
of the European Securities and Markets Authority in accordance with Article 9 of
Regulation (EU) No. 1095/1020 offering units of participation in the following
temporarily prohibit the investment institutions referred to in a Member State:
a. investment institutions managed by a manager of a
investment institution of which the Netherlands is a reference Member State within the meaning of Section 2:69a;
b. non-European investment funds managed by a manager of a
investment institution with its registered office in the Netherlands that does not have a license as referred to in Article 37
of the Directive, managers of alternative investment funds or to whom it
is not otherwise permitted to operate in another Member State.

2.

The Netherlands Authority for the Financial Markets may, in execution of a request to that effect,
of the European Securities and Markets Authority in accordance with Article 9 of
Regulation (EU) No. 1095/1020 to a manager of an investment institution of which
The Netherlands is a reference Member State within the meaning of Article 2:69a, temporarily impose restrictions with
relating to the management of an investment institution.

Article 1:77c
The supervisor may, in accordance with the provisions pursuant to Article 17 of the Regulation
key information documents, in the cases referred to in paragraph 2 of that article, a
prohibit or restrict:
a. offering or mediating in insurance policies with an investment component; or
b. the provision of other financial services by an insurer.
Article 1:77d
1.

The Netherlands Authority for the Financial Markets may authorize the person who operates a trading platform or
investment firm with systematic internaliser through giving
of an instruction to suspend or suspend trading in a financial instrument
interrupt if this is necessary for the protection of the interests of the
investors in this financial instrument or the orderly trading therein.

2.

The Netherlands Authority for the Financial Markets obliges those who operate a trading platform or

Page 76

an investment firm with systematic internaliser through the
giving an instruction to suspend or suspend trading in a financial instrument
interrupt if:
a. trading in that financial instrument on another trading venue is suspended
in accordance with Article 4:91da, first paragraph, or Article 5:32g, first paragraph, as a result of
suspected violation of the Market Abuse Regulation or of a takeover bid,
unless this protects the interests of the investors in this financial instrument or
could significantly impair the orderly conduct of trade therein;
b. it is notified by supervisory authorities of another Member State of
a decision to suspend or suspend trading in that financial instrument on
a trading venue or by an investment firm with systematic internal
handling in that Member State as a result of a suspected violation of the
Market Abuse Regulation or of a takeover bid, unless this protects the
interests of the investors in this financial instrument or the orderly conduct of the
trade in them could be significantly harmed.
3.

If the Netherlands Authority for the Financial Markets, pursuant to the first or second paragraph,
instructs you to suspend or interrupt trading in a financial instrument
it does the same for derivative financial instruments as referred to in parts d to
with j of the definition of financial instrument in Article 1:1 related to that
financial instrument or reference to it, if necessary to support
the objectives of the suspension or interruption of trading in the underlying
financial instrument.

4.

Notwithstanding Section 1:97, the Netherlands Authority for the Financial Markets makes a decision as
referred to in the first paragraph shall be made public without delay and the supervisory authorities of the
other Member States thereof.

Article 1:77e
1.

The Netherlands Authority for the Financial Markets may request the Court of Rotterdam to
financial instrument from trading on a trading venue or by a
investment firm with systematic internaliser after having
that financial instrument an instruction as referred to in Section 1:77d, subsection 1 or 2,
has given.

2.

The Netherlands Authority for the Financial Markets makes the decision of the Court of Rotterdam
without delay and inform the supervisory authorities of the other Member States thereof
informed.

Article 1:77f
The supervisor may, in accordance with the provisions of Article 42 of the Regulation
markets for financial instruments, if the conditions of paragraph 2 are met,
first sentence, of that Article, prohibit or restrict:
a. a financial instrument or a structured deposit as referred to in Article 4, first
paragraph 43 of the Markets in Financial Instruments Directive 2014 on the market op
to bring, distribute or sell; or
b. to provide another investment service, to carry out another investment activity, or
provide services in respect of structured deposits.
Article 1:77g

Page 77

The Netherlands Authority for the Financial Markets may, in accordance with the provisions of Article 32, first
subsections d and f of the Prospectus Regulation, an offer of securities to the
public or admission to trading on the regulated market:
a. suspend each time for ten consecutive working days, if there are valid reasons
to believe that the Prospectus Regulation has been infringed;
b. prohibit if the Prospectus Regulation has been infringed, or if there
there are reasonable grounds to believe that it could be infringed.
Article 1:77h
The Netherlands Authority for the Financial Markets may, in accordance with the provisions of Article 32, first
paragraph, parts g, h and m, of the prospectus regulation:
a. trading on a trading venue for a maximum of ten consecutive business days
suspend or who operates a trading venue by giving
require an instruction to trade in a financial instrument for a maximum of ten
successive working days, if there are good reasons to
consider that the Prospectus Regulation has been infringed;
b. prohibit trading on a trading venue, if there is infringement of the
prospectus regulation;
c. suspend trading in securities or whoever operates the relevant trading venue
oblige them to do so by means of an instruction, if they
is of the opinion that the issuer is in such a situation that the continuation
of trading would harm the interests of investors.
Article 1:77i
The Netherlands Authority for the Financial Markets may, in accordance with the provisions of Article 32, first
paragraph, part e, of the Prospectus Regulation, prohibit or suspend advertising maken
or the issuer, offeror, applicant for admission to trading on a
regulated market or intermediary by way of designation
oblige to prohibit the advertising or each time for a maximum of ten
successive working days, if there are reasonable grounds to believe that
the Prospectus Regulation has been infringed.
Article 1:77j
The Netherlands Authority for the Financial Markets may, in accordance with the provisions of Article 32, first
subsection j of the Prospectus Regulation, the verification of a
suspend prospectus.
Article 1:77k
The Netherlands Authority for the Financial Markets may, in accordance with the provisions of Article 32, first
subsection k of the prospectus regulation, the approval of . for a maximum period of five years
a prospectus issued by an issuer, offeror or applicant for admission to
refuse to trade on a regulated market, if that issuer
institution, offeror or applicant for admission to trading on a regulated
market has repeatedly and seriously infringed the Prospectus Regulation.
Article 1:77l
The Netherlands Authority for the Financial Markets may, in accordance with the provisions of Article 32, first
subsection 1 of the Prospectus Regulation, to disclose all

Page 78

essential information that may influence the assessment of securities disclosed to the public
are offered or admitted to trading on a regulated market, or
oblige the issuer to do so by means of a designation
to proceed in order to protect investors or ensure the proper functioning of the market
guarantee.
Article 1:78
1.

If an accountant or actuary does not or no longer offers the necessary guarantees that this
will be able to properly fulfill its task in relation to the financial undertaking,
the supervisor can determine with regard to this accountant or actuary that he no longer
is authorized to make the statements referred to in this Act with regard to those financial
undertaking.

2.

The supervisor shall notify the decision referred to in the first paragraph to the financial
company.

Article 1:79
1.

The supervisor can impose an order subject to a penalty in respect of a violation
from:
a. regulations laid down pursuant to the articles referred to in the appendix to this article;
b. regulations relating to the supervision of financial markets or those markets
employed persons, appointed pursuant to an order in council
designated regulation as referred to in Article 288 of the Treaty on the
functioning of the European Union;
c. the Credit Rating Agencies Regulation; and
d. Article 5:20 of the General Administrative Law Act.

2.

Rules may be set by ministerial regulation with regard to the exercise
of the power referred to in the first paragraph.

Article 1:80
The supervisor may impose an administrative fine for violation of:
a. regulations laid down pursuant to the articles referred to in the appendix to this article;
b. regulations relating to the supervision of financial markets or those markets
employed persons, appointed pursuant to an order in council
designated regulation as referred to in Article 288 of the Treaty on the
functioning of the European Union;
c. the Credit Rating Agencies Regulation; and
d. Article 5:20 of the General Administrative Law Act.
Article 1:80a
The supervisor may grant to the holder of a license to conduct the business of
bank as referred to in Section 2:11 of a license to provide investment services or
the performance of investment activities as referred to in Section 2:99, or of a license for
conducting the business of a central securities depository within the meaning of the Regulation
central securities depositories, to impose a fine of the third category, referred to in
Article 1:81, second paragraph, if the licensee, when applying for the licence:
a. has provided incorrect or incomplete information, and knowledge of the correct and complete

Page 79

data would have led to a different decision; or
b. has concealed circumstances or facts on the basis of which, if
on which the license was granted had occurred or had been known,
the license would have been refused.
Article 1:81
1.

The amount of the administrative fine is determined by order in council,
on the understanding that the administrative fine for an individual violation does not exceed
€20,000,000, or, in the cases referred to in the fourth paragraph, amounts to a maximum of €40,000,000.

2.

The order in council, referred to in the first paragraph, determines in each case:
described violation the maximum amount of the administrative
fine. The violations are classified in categories according to the seriousness of the violation
with the corresponding base amounts, minimum amounts and maximum amounts. Thereby
the following format is used.
Category

3.

basic amount

Minimum amount

Maximum amount

1

€ 10 000,–

€ 0,–

€ 10 000,–

2

€500,000

€ 0,–

€ 1 000 000,–

3

€ 2,500,000

€ 0,–

€ 5 000 000.–.

For the implementation of binding EU legal acts, by order of
the basic and maximum amounts for violations to be indicated in that measure
of the second and third categories are increased, on the understanding that:
a. the maximum amount of the fine for an individual violation of a regulation
that is ranked in the second category is set at € 2,500,000;
b. the maximum amount of the fine for an individual violation of a regulation
that is ranked in the third category is set at € 10 000 000,
€15,000,000 or €20,000,000;
c. the basic amount for a violation is set at half of the
maximum amount for that violation.

4.

If less than five years have passed at the time of committing the violation overtreding
since the imposition of an administrative fine on the violator in respect of the same
violation, the administrative fine for an individual violation will not exceed
twice the maximum amount applicable under the second or third paragraph.

Article 1:82
1.

Contrary to Article 1:81, the administrative fine for a separate
violation of a regulation classified in the third category at most 10% of the
net turnover of the offender in the financial year preceding the decision by which the
administrative fine is imposed if this is more than twice the amount pursuant to Article 1:81,
second or third paragraph, applicable maximum amount.

2.

For the implementation of binding EU legal acts, by order of
board for violations to be reported in that measure:
a. the percentage referred to in the first paragraph is increased to 15%;
b. be determined that for a violation of a regulation ranked in the second

Page 80

category, a fine of a maximum of 5% of the net turnover of the
offender in the financial year preceding the decision by which the administrative
fine is imposed if this is more than twice the amount pursuant to Article 1:81, second
or third paragraph, applicable maximum amount.
3.

If the administrative fine is imposed on a company that is included in
a group with consolidated financial statements, are included in the calculation of the net
turnover the total amounts used from the consolidated annual accounts of the final
parent company.

Article 1:83
Furthermore, by way of derogation from Section 1:81, the supervisor may impose an administrative fine of at least
no more than three times the amount of advantage gained by the offender from the offense
obtained.
Article 1:84
[Expired as of 07-01-2009]
Article 1:85
1.

If an objection or appeal is lodged against a decision to impose an administrative fine,
is registered, this suspends the obligation to pay the fine until the
the appeal period has expired or, if an appeal has been lodged, a decision has been made on the appeal.

2.

The suspension of the obligation to pay does not suspend the calculation of the statutory
interest.

Article 1:86
In the event of a violation of the provisions of Articles 2:11(1), 3:5(1), 3:95(1),
or 3:103(1), the supervisor or the European Central Bank, if authorized
to exercise supervision under Articles 4 and 6 of the Banking Supervision Regulation
resolutions to suspend the exercise of the voting rights attached to the
participation in the bank or investment firm by shareholders or partners who
violation are responsible. The decision to impose determines the duration of the suspension.
Article 1:87
1.

The supervisor or the European Central Bank, if it is authorized to supervise
exercise pursuant to Articles 4 and 6 of the Banking Supervision Regulation,
violation of a regulation that can be fined under Section 1:81 with a fine of
the third category, the offender or, if the offense was committed by a legal person,
the natural persons who have commissioned the conduct in question or who have been there
have effectively supervised, deny the authority to
data reporting service provider, administrator as referred to in Article 3, first paragraph, part 6,
of the Financial Benchmarks Regulation, financial undertaking or market operator
perform certain functions.

2.

A denial as referred to in the first paragraph may, without prejudice to the third paragraph, be
imposed for a maximum period of one year and once for a maximum period of one year
be extended.

3.

A disqualification from a data reporting service provider, financial firm or

Page 81

market operator to exercise a function as a policymaker or co-policymaker may
be imposed for an indefinite period, if at the time of the commission of the violation no
five years have elapsed since the imposition of an administrative sanction on the person concerned
for the same violation.
4.

By order in council, insofar as a regulation as referred to in
Article 1:24, third paragraph, 1:25, third paragraph, or 1:25a, second paragraph, required to do so, for those
stipulations to be indicated in the measure provide that a denial as referred to in the
first paragraph may also relate to the power to act with other undertakings
other than those referred to in the first paragraph, to perform certain functions.

Article 1:88
1.

Due to violation of Article 14 or Article 15 of the Regulation, the supervisor may
market abuse temporarily deprive a natural person of the authority to act for
own account.

2.

A disqualification as referred to in the first paragraph may be imposed for a period of at least
maximum one year and can be extended once for a maximum of one year.

Article 1:88a
Further rules may be laid down by order in council regarding the exercise
of the powers regulated in this chapter.
Chapter 1.5. Confidentiality, exceptions in this regard and
publishing options
Section 1.5.1. Confidentiality and exceptions in this regard
Article 1:89
1.

It is anyone who, pursuant to the application of this Act or pursuant to this
acts or acts passed by law performs or has performed any function, prohibitions of confidential
data or information that pursuant to this Act or pursuant to Title 5.2 of the General
Administrative Law Act have been provided or obtained or from a person or body as referred to in
Article 1:90, first paragraph, or 1:91, first paragraph, respectively, have been received, further or otherwise
to use or to publicize it further or otherwise than for the implementation
of his duties or required by this law.

2.

Notwithstanding the first paragraph, the supervisor may use
confidential data or information obtained in the performance of its duties pursuant to
this Act, make notices if they cannot be traced back to separate
persons.

3.

The first paragraph applies mutatis mutandis to persons who are or are involved
been in the performance of any duties under this Act, or otherwise
obtain access to data or information as referred to in the first paragraph.

4.

Notwithstanding the third paragraph, persons as referred to in the third paragraph may
making data or information related to the application of Chapter 3A.2,
if the need for notification arises from the application of that chapter and
communication is made in such a way that it cannot be traced back to separate
persons or with the express and prior consent of the Dutch Central Bank.

Page 82

Article 1:90
1.

Notwithstanding Section 1:89(1), the supervisor may disclose confidential data or
provide information obtained in the performance of its duties under this Act to
the other supervisor, the Deposit Guarantee Fund, referred to in Article 3:259a, the
Resolution fund, referred to in 3A:68, or a supervisory or involved in resolution
body in another Member State, as well as to a body referred to in Article 56,
parts b, c or d, of the Capital Requirements Directive, or a person or body as referred to
in Article 83(2)(k) and Article 84(4)(b) of the Directive b
recovery and resolution of banks and investment firms, unless:
a. the purpose for which the confidential data or information will be used
is insufficiently determined;
b. the intended use of the confidential data or information does not fit within the framework
of the supervision of financial markets or of persons operating in those markets;
c. would not tolerate the provision of confidential data or information
with Dutch law or public order;
d. the confidentiality of the confidential data or information is not sufficient
is guaranteed;
e. the provision of the confidential data or information reasonably conflicts, or
could come up with the interests that this law seeks to protect; or
f. there is insufficient assurance that the confidential data or information will not be
be used for a purpose other than that for which they are provided.

2.

Insofar as the data or information referred to in the first paragraph has been obtained from a
supervisory or resolution body in another Member State, shall provide the verstrekt
supervisor does not disclose this to the other supervisor or to another supervisory authority
body in another Member State, unless the regulatory body in another Member State
from which the data or information has been obtained has expressly consented to the
provision of the data or information and, where appropriate, has consented to the
use for a purpose other than that for which the data or information was provided.

3.

If a supervisory or resolution body in another Member State
to the supervisor who collects the confidential data or information on the basis of the first
or second paragraph, requests that such confidential data or information be
may use them for a purpose other than that for which they were provided, the supervisor agrees
that request only in:
a. if the intended use does not conflict with the first or second paragraph; or
b. insofar as that supervisory authority in a manner other than provided for in this Act
from the Netherlands with due observance of the applicable legal procedures for
that other purpose could obtain the disposal of that data or information;
and
c. after consultation with Our Minister of Justice if the request referred to in the preamble
relates to an investigation of criminal offences.

4.

The Netherlands Authority for the Financial Markets or the organizational unit of the Dutch
Bank charged with the task referred to in Section 1:24 may disclose confidential information or
provide data to the organizational unit of the Dutch Central Bank that is charged
fulfilling its monetary function, insofar as the confidential data or
information is useful for the performance of that task.

5.

Without prejudice to Article 1:89, first paragraph, the supervisor shall, on its own initiative, provide or
on request, the confidential data or information to the other supervisor or to
Our Minister, who needs it with a view to the stability of the financial system.

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Article 1:42, fifth and seventh paragraph, applies mutatis mutandis.
6.

The first to third paragraphs apply mutatis mutandis to the exchange of
confidential data or information between those charged with different tasks
organizational units of the supervisor. The supervisor guarantees that the above
information exchange takes place with due observance of the confidentiality regime that
applicable to the relevant data or information pursuant to European directives
is.

7.

The first to third paragraphs apply mutatis mutandis to the exchange of
confidential data and information with the European Commission, European
supervisory authorities, the Resolution Board, the Joint Committee of the European
supervisory authorities and the European Systemic Risk Board.

8.

The first to third paragraphs apply mutatis mutandis to the exchange of
confidential data and information between the regulator and the European Central
Bank in its capacity as supervisory authority.

9.

At the request of the supervisor, notwithstanding Article 1:89, first paragraph,
confidential data or information obtained in the performance of its duties pursuant to
this Act, to a temporary committee of inquiry of the European Parliament, referred to in
Article 226 of the Treaty on the Functioning of the European Union.

Article 1:91
1.

Notwithstanding Section 1:89(1), the supervisor may disclose confidential data or
information obtained in the performance of the task assigned to him pursuant to this Act,
to a person as referred to in subparagraphs a, b, c and d insofar as the
data or information are useful for the performance of its task:
a. a supervisory judge who, pursuant to Section 223a of the Bankruptcy Act, is
appointed;
b. an administrator who, pursuant to Article 215, second paragraph, of the Bankruptcy Act is
appointed;
c. a supervisory judge appointed pursuant to Section 14 of the Bankruptcy Act;
d. a trustee appointed pursuant to Article 14 of the Bankruptcy Act.

2.

The supervisor does not provide confidential data or information as referred to in
the first member:
a. if the provision of the confidential data or information is reasonably in
conflicts or could conflict with the interests that this law seeks to protect;
b. if the confidential data or information has been obtained from the other
supervisor, the European Central Bank or a supervisory authority, and this
does not consent to the disclosure of the confidential data or information.

3.

The trustee appointed in the bankruptcy of an investment firm or
by way of derogation from Section 1:89(1), the market operator may disclose confidential information or
provide information as referred to in the first paragraph to the court, insofar as it does not
relate to third parties and this is necessary for the settlement of the bankruptcy.

4.

The bankruptcy trustee who has been appointed in the bankruptcy of a financial company, not
being an investment firm or market operator, by way of derogation from Section 1:89,
first paragraph, provide confidential data or information as referred to in the first paragraph to
the court, insofar as they do not relate to a company that is involved or

Page 84

has been involved in an attempt to enable the bankrupt company to continue its business
to continue.
5.

Article 1:89, first paragraph, does not affect the applicability of the provisions of the
Code of Civil Procedure relating to witnessing or as
party in a hearing of the parties or as an expert in civil matters
a statement regarding data or information obtained in the fulfillment of its obligations under
task assigned by this law, insofar as it concerns confidential data or information
regarding a financial enterprise that has been declared bankrupt or pursuant to
a court decision has been rescinded.

6.

In the event of bankruptcy or judicial dissolution of an investment firm or
market operator, the fifth paragraph does not apply to confidential data or information
relating to third parties. In the event of bankruptcy or judicial dissolution of a
financial undertaking, other than an investment firm or market operator, it is
fifth paragraph does not apply to confidential data or information relating to
to an enterprise that is or has been involved in an attempt to
the relevant company to continue its business.

Article 1:92
1.

Notwithstanding Section 1:89(1), the supervisor may disclose confidential data or
information obtained in the performance of the task assigned to him pursuant to this Act,
to a body charged with the exercise of criminal law
powers or to an expert mandated by such body
charged, insofar as the requested data or information is necessary for the execution
of that assignment.

2.

If the authority referred to in the first paragraph intends to apply
to the power to demand from the supervisor the extradition of a
object susceptible to seizure or to the power to demand inspection or
a copy of documents as referred to in Article 96a, 105 or 126a of the Code of
Criminal proceedings, or Article 18 or 19 of the Economic Offenses Act, and the claim
concerns confidential data or information as referred to in Section 1:89(1), the
authority prior to the exercise of its powers the supervisor in the
opportunity to make known its point of view.

Article 1:93
1.

Notwithstanding Section 1:89(1), the supervisor may disclose confidential data or
information obtained in the performance of the task assigned to him pursuant to this Act,
provide to:
a. the European Central Bank, a foreign national central bank or any other
foreign body charged with a similar task, acting in its
capacity of monetary authority, insofar as the data or information is useful
for the performance of its legal functions, including the monetary function and the
related provision of liquid assets, the exercise of
supervision of payment clearing and settlement systems and ensuring stability
of the financial system, or for the performance of duties by another foreign
body in charge of overseeing payment systems;
b. an accountant who is charged with the statutory audit of the annual accounts of a
financial undertaking, insofar as the confidential data or information relates
have on that financial undertaking and are necessary for the audit;
c. an actuary charged with the statutory audit of a financial undertaking,

Page 85

to the extent that the confidential data or information relates to those financial
undertaking and necessary for the audit;
d. the market operator, the investment firm that has a multilateral trading facility
operates or is the holder of a regulated market or a multilateral
trading facility comparable system from a non-Member State for the purpose of
monitoring compliance with the rules to be applied for that market; or
e. the Dutch Healthcare Authority, insofar as the data or information are useful for
the exercise of its legal duties;
f. the General Intelligence and Security Service, the Tax and Customs Administration, the Fiscal
Intelligence and Investigation Service, the National Police, the Financial Supervision Office, the
Financial Intelligence Unit, the Gaming Authority and the Public Prosecution Service, for
insofar as the data or information are useful for the exercise of their legal
tasks;
g. the Netherlands Authority for Consumers and Markets and the Agency, insofar as the data or
information is useful for the performance of their duties under Regulation
1227/2011;
h. a clearing house or settlement company, insofar as the confidential information or
information relating to the default of an economic operator or the
foreseeable possibility and provision is in the interest of functioning
of the clearing institution or settlement company;
i. the Netherlands Authority for Consumers and Markets, insofar as the data and information are useful
for the performance of the task assigned to it pursuant to Section 1:25a to
supervising compliance with Articles 5:88 and 5:88a or for the
performing its duties under the Competition Act, insofar as this relationship
have on competition in the provision of payment services, and the regulator
has obtained data or information in the exercise of the supervision of the
providing payment services;
j. the Dutch Data Protection Authority, insofar as the data or information are useful for
the performance of its legal duties and relating to payment services and the
supervisor has obtained the data or information in the exercise of the
supervision of the provision of payment services;
j. Our Minister of Justice and Security, insofar as the data or information is useful
for the performance of his duties pursuant to Article 2, paragraph 1, of the Act
control over legal entities.
2.

The supervisor does not provide confidential data or information on the basis of
the first paragraph if:
a. the purpose for which the confidential data or information will be used
is insufficiently determined;
b. the intended use of the confidential data or information does not fit within the framework

of the supervision of financial markets or of persons operating in those markets;
c. would not tolerate the provision of confidential data or information
with Dutch law or public order;
d. the confidentiality of the confidential data or information is not sufficient
is guaranteed;
e. the provision of the confidential data or information reasonably conflicts, or
could come up with the interests that this law seeks to protect; or
f. there is insufficient assurance that the confidential data or information will not be
be used for a purpose other than that for which they are provided.
3.

Insofar as the data or information referred to in the first paragraph has been obtained from a
supervisory authority, the supervisor does not provide it to the other
supervisor or to another supervisory authority, unless the supervisory
body from which the data or information has been obtained has expressly consented to

Page 86

the provision of the data or information and, where appropriate, has consented to
use for a purpose other than that for which the data or information was provided.
4.

If an authority or person as referred to in the first paragraph informs the supervisor who
has provided confidential data or information under that paragraph, requests that
to use confidential data or information for any purpose other than
for which they were provided, the supervisor will only grant that request:
a. if the intended use does not conflict with the first, second or third paragraph; or
b. to the extent that that body or person in a manner other than provided for in this law with
compliance with the applicable legal procedures for that other purpose
obtain access to that data or information; and
c. after consultation with Our Minister of Justice if the request referred to in the preamble
relates to an investigation of criminal offences.

Article 1:93a
If the Dutch Central Bank pursuant to part 3.6.2. supervises on a consolidated basis
a Dutch investment firm or Dutch bank or supervises a
financial undertaking within a group that is subject to consolidated supervision,
it shall bring Our Minister and the authorities referred to in Section 1:93(1)(a)
be informed without delay of emergencies, including adverse developments in the financial sector
markets, which ensure the liquidity of the market and the stability of the financial system in the Member State
where financial undertakings within the group involved in consolidated supervision
have their registered office, and communicate all information required for the exercise of
their duties is necessary.
Article 1:93b
1.

The Netherlands Authority for the Financial Markets may, if it is designated as a contact point as
referred to in Article 79, first paragraph, fifth sentence, of the Financial Markets Directive
instruments 2014, by way of derogation from Article 1:90, first paragraph, confidential data or
information obtained in the performance of its task as a point of contact, to the
Nederlandsche Bank or the European Central Bank.

2.

Insofar as the data or information referred to in the first paragraph has been obtained from a
supervisory authority in another Member State, the Netherlands Authority for the Financial Markets
not to authorities or persons as referred to in Section 1:91(1)(a) to tot
with f, Article 1:92, first paragraph, and 1:93, first paragraph, under a to e, unless the
relevant supervisory authority whose data or information are
obtained has expressly consented to the provision of the data and in
where appropriate, has consented to the use for a purpose other than that for which the
data or information has been provided. The Netherlands Authority for the Financial Markets may use the data or
information in duly justified circumstances even without the express
consent of the relevant supervisory authority for a purpose other than
for which they have been provided, to the persons referred to in the previous sentence or
organizations. In the latter case, the Netherlands Authority for the Financial Markets will inform the supervisory
agency from which the data or information has been obtained.

Article 1:93c
1.

Notwithstanding Section 1:89(1), the Netherlands Authority for the Financial Markets may:
confidential data or information obtained in the fulfillment of its obligations under this
task assigned by law, provide to the Authority for Consumers and Markets, insofar as this
data or information are useful for the performance of its duties under the Act de

Page 87

consumer protection enforcement.
2.

Article 1:93, paragraphs 2 to 4 inclusive, with the exception of paragraph 2, part
b, applies mutatis mutandis.

3.

The Netherlands Authority for the Financial Markets guarantees that information exchange on the basis of this
Article takes place with due observance of the secrecy regime that pursuant to European
directives or regulations apply to the data or information concerned.

Article 1:93d
1.

De Nederlandsche Bank shall, on its own initiative, provide Our Minister with relevant
information relating to an application or to an intention to grant or withdraw
of a declaration of no objection as referred to in Section 3:95(1), if the
relevant participation has or may have significant consequences for the establishment or
proper functioning of the financial system.

2.

Article 1:42, seventh paragraph, shall apply mutatis mutandis to the
referred information.

Article 1:93e
1.

Notwithstanding Section 1:89(1), the supervisor provides confidential
data or information obtained in the fulfillment of its obligations under this Act
task assigned to the Court of Audit, insofar as the data or information
in the opinion of the Court of Audit are necessary for the exercise of
its statutory duty under Section 7.24 of the Accounts Payable Act 2016. Section 1:93,
third paragraph, applies mutatis mutandis.

2.

The Court of Audit is obliged to maintain secrecy regarding the
member receives confidential data or information and can only disclose it
if they cannot be traced back to individual persons.

Article 1:93f
1.

Notwithstanding Section 1:89(1), the supervisor provides confidential
data or information obtained in the fulfillment of its obligations under this Act
task assigned to a committee as referred to in Article 2, second paragraph, of the Act on the
parliamentary inquiry 2008, insofar as the data or information, in the opinion of the
committee are necessary for the performance of its duties. Article 1:93, third paragraph, is of
similar applications.

2.

The committee referred to in the first paragraph is obliged to observe secrecy with regard to the
confidential data or information received from the first paragraph and can only be
make them public if they cannot be traced back to individuals.

Section 1.5.2. Publication options of the regulators
Article 1:94
1.

The supervisor can declare a violation and the name of the
make violator public in the event of a violation:
a. as referred to in Section 1:80a or a violation of a regulation laid down in or
pursuant to the Part Prudential supervision of financial undertakings, if that violation

Page 88

is classified in the third fine category, as referred to in Article 1:81, second paragraph, and is
committed by a bank or an investment firm within the meaning of the Regulation
capital requirements;
b. of Article 1:74, insofar as it concerns a claim for information for the preparation
of a resolution plan as referred to in Article 3A:10 or Article 9 of the Regulation
single resolution mechanism;
c. of Sections 3:53(1) and 3:57(1), or a violation of a regulation
made by or pursuant to the Part on the Supervision of the Conduct of Financial Enterprises, if that
violation is classified in the third fine category, as referred to in Article 1:81, second paragraph,
and was committed by a manager of an investment institution or an institution for
collective investment in securities;
d. of a regulation laid down by or pursuant to the Financial Supervision of Conduct Part
companies, if that violation is classified in the third fine category,
referred to in Article 1:81, second paragraph, and was committed by an investment firm or a
data reporting service provider;
e. of a regulation laid down by or pursuant to the Financial Supervision of Conduct Part
companies, if that violation is classified in the third fine category,
referred to in Article 1:81, second paragraph, and is committed by an insurance intermediary or
insurer and the violation relates to an insurance policy with a
investment component;
f. of a regulation laid down by or pursuant to Chapter 5.1;
g. of a regulation laid down by or pursuant to chapter 5.1a, 5.2, 5.3 or 5.9, if the
violation is classified in the third fine category, as referred to in Article 1:81, second paragraph,
with the exception of a violation as referred to in Articles 5:25c, sixth to
ninth paragraph, and 5:36, and the offense was committed by an issuer as
referred to in chapters 5.1a and 5.3 or a person obliged to report as referred to in Article
5:33, first paragraph, part c; or
h. of another regulation for which this is for the purpose of implementing a binding EU
legal act has been determined by order in council.
2.

The supervisor can with a public warning every violation of a
regulation or prohibition made pursuant to this Act and the name of the violator publicly available
if, in the opinion of the regulator, this is necessary to enable the public to quickly and
effective information in order to prevent or limit damage.

Article 1:95
Pursuant to Section 1:94, the supervisor does not disclose information, insofar as:
a. that data can be traced back to a natural person and disclosure of his
personal data would be disproportionate;
b. involved parties would be disproportionately harmed;
c. an ongoing criminal investigation or investigation by the regulator
to possible violations would be undermined;
d. the stability of the financial system would be endangered; or
e. disclosure is or could conflict with the interests pursued by this law wet
to protect.
Article 1:96
The Netherlands Authority for the Financial Markets is authorized to make disclosure as referred to in Article 32, first
paragraph, part i, of the prospectus regulation.
Article 1:97

Page 89

1.

The supervisor makes a decision to impose an administrative sanction
public under this Act. Publication will take place as soon as the decision is irrevocable
has become. If an objection, appeal or appeal has been lodged against the decision, the
supervisor will publish the outcome thereof together with the decision.

2.

In addition to Section 5:2, subsection 1, under a, of the General Administrative Law Act
administrative sanction also includes: the decision by the supervisor on account of a
terminate or limit any violation of any right or authority as well as the imposition of
a ban.

3.

Notwithstanding the first paragraph, the supervisor makes a decision to impose
disclose an administrative fine as soon as possible, if it concerns an administrative fine
in respect of violation of:
a. a regulation classified in the third category pursuant to Section 1:81;
b. in cases to be determined by order in council: a regulation that is
of Article 1:81 is ranked in the second category.

4.

Notwithstanding the first paragraph, the supervisor makes a decision to impose
an order subject to periodic penalty payments pursuant to this Act shall be made public as soon as possible, if a
penalty is forfeited.

5.

The supervisor makes the submission of an objection or the institution of an appeal
or appeal against a decision as referred to in the third or fourth paragraph, as well as the
decision on the objection and the outcome of that appeal or appeal, as soon as possible
public, unless the decision has not been made public pursuant to Section 1:98.

Article 1:98
1.

Disclosure pursuant to Section 1:97 shall be deferred or shall be made in such
form that the data to be disclosed cannot be traced back to individual persons,
to the extent that:
a. that data can be traced back to a natural person and disclosure of his
personal data would be disproportionate;
b. involved parties would be disproportionately harmed;
c. an ongoing criminal investigation or investigation by the regulator
to possible violations would be undermined; or
d. the stability of the financial system would be endangered.

2.

Disclosure pursuant to Section 1:97 will not be made if disclosure
in accordance with the first paragraph:
a. would be disproportionate given the minor seriousness of the violation, unless it is a decision to
the imposition of an administrative fine;
b. is not in accordance with the purpose of the administrative sanction imposed, unless it
concerns a decision to impose an administrative fine; or
c. endanger the stability of the financial system.

Article 1:99
1.

Before disclosing information pertaining to individuals
traceable under this section, the supervisor takes a decision to
disclosure. This decision contains the information to be made public and the manner and term

Page 90

when the disclosure will take place.
2.

Without prejudice to Section 4:11 of the General Administrative Law Act, the supervisor may
taking a decision pursuant to Section 1:94 The application of Section 4:8 of the
General Administrative Law Act omit, if the interested party does not have an address
is known and the address cannot be obtained with reasonable effort.

Article 1:100
1.

The supervisor will only make disclosure under this section after
five working days have elapsed after the day on which the decision to disclose to the
stakeholder has been disclosed.

2.

By way of derogation from the first paragraph, the supervisor will only make public disclosure on
pursuant to Section 1:94(1), after the decision to disclose is irrevocable.

3.

If an application is made for a preliminary injunction as referred to in Article 8:81 of the
General Administrative Law Act to prevent disclosure under this section,
the publication will be suspended until the preliminary relief judge has rendered a decision.

4.

The supervisor will end making data available to the public that
individual persons can be traced on the basis of Article 1:94, second paragraph, or 1:97, first
member, without delay if and insofar as:
a. the decision to disclose is revoked; or
b. the decision to publish has been irrevocably annulled by the administrative court.

5.

In the cases referred to in the fourth paragraph, the supervisor offers the interested party
make the withdrawal or destruction public.

6.

Notwithstanding Article 1:97, fifth paragraph, the fourth and fifth paragraphs of corresponding
applies to a decision to disclose pursuant to Section 1:97(3) or (4),
insofar as the disclosure has taken place in violation of Section 1:98.

Article 1:100a
1.

Notwithstanding Section 1:100, subsections 1 and 2, and Section 1:97, subsection 1, the
supervisor at a shorter term and, if necessary, immediately make public disclosures,
to the extent that:
a. protection of the interests that this law aims to protect no further delay
allows; or
b. the offender has made public information about the violation or decision of
to impose an administrative sanction to which the disclosure relates
and accelerated disclosure is necessary in the interest of the public in order to
protecting confidence in financial market supervision.

2.

In the cases referred to in the first paragraph, the supervisor may also decide that Article
1:100, third paragraph, remains inapplicable.

3.

The supervisor makes a reasonable effort to inform the data subject prior to
notify the disclosure of the intended disclosure.

4.

When a decision to impose an administrative sanction is made public,

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Article 1:97(5) applies mutatis mutandis.
Article 1:101
1.

If an application is made for a preliminary injunction as referred to in Article 8:81 of the
General Administrative Law Act to prevent disclosure under this section,
the hearing takes place behind closed doors.

2.

If the preliminary relief judge has made disclosure pursuant to this section afdeling
prohibited, or if, pursuant to Section 1:98, no individual persons can be traced
disclosure has taken place, considers the hearing of interested parties regarding
the objection to the decision to disclose or the decision to impose the
administrative sanction not in public.

3.

If the preliminary relief judge has made disclosure pursuant to this section afdeling
prohibited, or if, pursuant to Section 1:98, no individual persons can be traced
disclosure has taken place, and an appeal or appeal is lodged against the
decision to disclose or the decision to impose the administrative sanction,
the hearing took place behind closed doors.

Chapter 1.6. Procedures
Section 1.6.1. Permits
Article 1:102
1.

Rules are laid down by or pursuant to an order in council with regard to
to the manner in which the application is submitted.

2.

Conditions may be attached to the license and restrictions may be imposed
with a view to the interests that the relevant part aims to protect.

3.

The supervisor decides or draws up a draft decision within thirteen weeks after
receipt of the license application.

4.

Notwithstanding the third paragraph, the supervisor will decide within eight weeks on a
application for a depositary license and a UCITS license.

5.

Notwithstanding the third paragraph, the supervisor decides within twenty-six weeks after
receipt upon application for a license for a manager of a
investment institution. The applicant will be informed of a period longer than thirteen
weeks.

6.

Notwithstanding the third paragraph, if the application relates to:
on a permit as referred to in Section 2:11, a draft decision within twenty-six weeks
as referred to in Article 2:12, first paragraph, on, or he decides within that period with application
of Article 2:12, third paragraph.

7.

Notwithstanding the third paragraph, the supervisor will decide within twenty-six weeks on a
application for a license to provide data reporting services. The
the applicant will be informed about a period longer than thirteen weeks.

7.

The supervisor immediately informs the applicant of the receipt of the application.

Page 92

Article 1:103
1.

By way of derogation from Article 1:102, third or sixth paragraph, the supervisor keeps the decision whether
the draft decision on an application for the granting of a permit to, if there
also an application for the granting of a declaration of no objection as referred to in Article
3:95, first paragraph, under b or c, has been submitted, no later than six weeks after the time on which the
decision on the declaration of no objection has been published. If within that
period a request for interim relief has been made in respect of that decision,
the supervisor postpones the decision or the draft decision until two weeks after the time
on which a decision has been made on that request.

2.

The supervisor decides or draws up a draft decision in any case within six months
upon receipt of the permit application.

3.

Notwithstanding the second paragraph, if the application relates to:
has received a permit as referred to in Section 2:11, in any event within forty-eight weeks
a draft decision as referred to in Section 2:12(1) on or, in any event, he decides
within that period with application of Article 2:12, third paragraph.

4.

Notwithstanding the second paragraph and Article 1:102, third paragraph, the term within which the
supervisor takes a decision on a license suspended if Section 2:67b,
sixth paragraph, applies.

Article 1:104
1.

The supervisor can change a license it has granted, in whole or in part
partially withdraw or limit it, or attach further regulations thereto, if:
a. the license holder has submitted an application to that effect;
b. the license holder, as it later transpires, when applying for the license incorrectly or
has provided incomplete data, and knowledge of the correct and complete data
would have led to a different decision;
c. the license holder has concealed circumstances or facts on the basis of which, if
they occurred before the time the license was granted or
had been known, the permit would have been refused;
d. the license holder no longer complies with the rules laid down by or pursuant to this Act
or no longer complies with the conditions or requirements attached to the permit;
limitations;
e. the license holder has not made use of the license within a period
of twelve months after the permit has been granted;
f. the license holder has terminated the activity subject to a licence, the holder of
a license as referred to in Section 3:4, an investment firm, payment institution,
data reporting service provider, electronic money institution or exchange institution that
has ceased operations for more than six months or an entity for risk
acceptance is that her business for which she is licensed, for more than six
months, is a life insurer or non-life insurer that has
business in an industry for which he is licensed, for more than six
has ceased for months, is a funeral expenses and benefits in kind insurer that his company for which he has a
licensed, discontinued for more than six months, a reinsurer
is his business in a reinsurance business for which he is licensed,
ceased operations for more than six months or a mortgage broker
credit is that his business for which he is licensed, for more than six
has been discontinued for months;
g. the license holder the company for which the license has been granted,
transfer in whole or in part;

Page 93

h. the license holder dies if it concerns or becomes a natural person
dissolved if it concerns a legal person or partnership;
i. from the statement of truthfulness, which is part of the other information,
referred to in Section 3:71(1) or the statement referred to in Sections 3:72(7)
paragraph, 3:81, third paragraph, or 3:86, first or second paragraph, it does not appear that the annual accounts or the statements
referred to in Section 3:72, subsection 1 or 3, gives or gives a true and fair view of the
size and composition of the company's assets and of the result
for the relevant financial year;
j. the licensee has been declared bankrupt or has been declared bankrupt with regard to
the debt rescheduling of natural persons has been declared applicable to him, if by a
court order one or more property of the license holder under administration
have been made as referred to in Article 380, 409 or 431 of Book 1 of the Dutch Civil Code Wet
or if the license holder has been placed under guardianship;
k. the licensee a mortgage broker, a payment institution, a
data reporting service provider or an electronic money institution expressly
has given notice that it will not or will no longer conduct its business;
l. the license holder is a payment institution or electronic money institution that is
continuing to conduct its business poses a threat to stability
of or confidence in the payment system;
m. the licensee is a data reporting service provider who provides the data under or pursuant to the
Regulation on the Markets in Financial Instruments rules in a serious manner and
has systematically violated; or
n. the license holder is a payment institution or electronic money institution that
Nederlandsche Bank has not notified important developments that
related to the conditions for granting the licence;
n. the license holder does not comply with the obligation to pay an amount
pursuant to Article 15, first paragraph, of the Financial Supervision Funding Act 2019;
o. the license holder does not or no longer complies with the requirements laid down by or pursuant to the Act on ter
rules for the prevention of money laundering and terrorist financing; or
p. cancellation or termination of the registration of the
license holder in the trade register as referred to in Article 1, first paragraph, part h
of the Trade Register Act 2007;
q. the license holder does not or no longer complies with the provisions laid down by or pursuant to the Sanctions Act
1977 rules.
2.

The supervisor will revoke the license it has granted if:
a. the license holder is an insurer that does not comply with the
minimum capital requirement, as referred to in Section 3:53(4) and the Dutch Central Bank
the short-term financial plan, referred to in Section 3:136(1), is clearly inadequate
eight;
b. the licensee is an insurer and the short-term financial plan, with which the
Nederlandsche Bank has agreed, not within three months of the date referred to in Section 3:53,
sixth paragraph, the determination referred to has been carried out; or
c. he has agreed to a portfolio transfer as referred to in Articles 3:112,
3:113 and 3:114.

3.

4.

In the decision to withdraw a license, the supervisor may also determine
that the financial undertaking will close the business within a period to be set by the supervisor
fully or partially settled. In the event of a settlement, whether or not determined by the
supervisor, the financial undertaking or the trustee in bankruptcy of the
financial enterprise designated as a licensed enterprise.
The first and third paragraphs apply mutatis mutandis to by Our Minister

Page 94

licenses granted.
5.

If the license has been granted to a bank, not being the holder of a
license as referred to in Section 3:4, the first and second paragraphs of corresponding
applicable, on the understanding that in that case the Dutch Central Bank will
to take a decision as referred to in the first or second paragraph, a draft decision to that effect
preparing for the European Central Bank.

Article 1:104a
A transferor of a financial undertaking to which application has been made
Section 3.5.4A is regarded as the holder of the license granted to that company.
Article 1:105
1.

The provisions laid down by or pursuant to this section with regard to a license are of
corresponding application to:
a. a statement of supervision order as referred to in Section 3:110;
b. a declaration of no objection as referred to in Section 5:32d;
c. an exemption as referred to in Articles 2:3.0a, 2:3.0c, tenth paragraph, 2:3.0f, fifth paragraph,
2:3.0g, fourth paragraph, 2:54i, 2:55, 2:60, 2:67b, 2:75, 2:80, 2:86, 2:92, 2:96, 3:35, fifth paragraph , 3:5,
3:6, 3:7, 4:3, 5:26 and 5:81, insofar as it concerns an exemption from Article 5:74(1),
or Section 5:79, on the understanding that the exemption may also be granted in whole or in part
granted;
d. a consent as referred to in Section 3:116 on the understanding that if a
regulatory body of another Member State advice or agreement on the
intended transfer, the decision period is suspended by a maximum of
term available to that supervisory authority pursuant to Section 3:118,
fifth member.

2.

Article 1:102 applies to an exemption other than that referred to in the first paragraph, under c.
first paragraph, shall apply mutatis mutandis. Rules can be set by ministerial regulation
made with regard to the regulations that may be attached to this exemption
connected. This exemption can be revoked.

Article 1:106
1.

Pursuant to a binding decision to that effect by the European Commission or
of the Council of the European Union with regard to a non-Member State
the supervisor or Our Minister, in derogation of Article 1:102, in whole or
partially on:
a. processing applications for a license to conduct the business
of a bank, life insurer or non-life insurer or for the provision of financial
services as manager of an investment institution, manager of a UCITS or
investment firm, submitted directly or indirectly by financial
companies governed by the law of a non-Member State;
b. processing applications for a declaration of no objection as referred to in
Article 3:95 submitted directly or indirectly by financial undertakings
to which the law of a non-Member State applies;
c. the handling of notifications as referred to in Section 3:103 that are directly or
filed indirectly by financial undertakings to which the law applies
belongs to a state that is not a Member State.

Page 95

2.

The first paragraph does not apply to:
a. applying for a license for the establishment of
subsidiaries that are also subsidiaries of a financial
company that is licensed in a Member State to carry on the business
bank, life insurer, non-life insurer or for the provision of financial
services as manager of an investment institution, manager of a UCITS or
investment firm;
b. applications for a declaration of no objection for qualifying holdings that
are also qualifying holdings of a financial undertaking that is in a
Member State has a license to conduct a banking business,
life insurer, non-life insurer or for the provision of financial services as
manager of an investment institution, manager of a UCITS or
investment firm.

3.

If, in a non-Member State, market access and opportunities for competition
are more limited for financial undertakings domiciled in a Member State than for financial
companies with their registered office in a state that is not a Member State, the supervisor sets the
European Commission upon request of:
a. applications for a license to conduct the business of a bank,
life insurer, non-life insurer or for the provision of financial services as
manager of an investment institution, manager of a UCITS or
investment firm, filed directly or indirectly by a financial
undertaking governed by the law of the non-Member State;
b. applications for a declaration of no objection for qualifying holdings in
a bank, manager of an investment institution, manager of a UCITS or
investment firm, life insurer or non-life insurer that directly or
filed indirectly by financial undertakings to which the law applies
belongs to the non-Member State, as a result of which that bank,
investment firm, life insurer or non-life insurer subsidiary
would be from the applicant.

Section 1.6.1a. Declarations of no objection as referred to in Articles 3:95 to
3:97
Article 1:106a
By or pursuant to Articles 1:102, first and second paragraph, 1:104 and 1:106 with regard to
a license shall apply mutatis mutandis to a declaration of no
objection as referred to in Articles 3:95 to 3:97 inclusive.
Article 1:106b
1.

The Dutch Central Bank will send within two working days of receipt of the application
of a declaration of no objection and of all data and documents referred to in Article
3:95, second paragraph, and Article 3:96, second paragraph, a written acknowledgment of receipt to the
applicant.

2.

On the application for a declaration of no objection for a qualified
participation in a bank, not being the holder of a license as referred to in Section 3:4,
Within forty-five working days of the acknowledgment of receipt, the Dutch Central Bank shall declare that
referred to in the first paragraph, a draft decision as referred to in Article 15 of the Regulation
banking supervision.

3.

The decides on all other applications for a declaration of no objection
Nederlandsche Bank within sixty working days of the acknowledgment of receipt as referred to in the
first paragraph, without prejudice to Article 1:106c. De Nederlandsche Bank informs the applicant about
the date on which it decides at the latest.

4.

If it concerns an application as referred to in Section 1:62 for a declaration of no
objection as referred to in Section 3:95, the Dutch Central Bank shall state in its decision whether
draft decision the opinion of the regulatory body of the Member State concerned.

Page 96

Article 1:106c
1.

The Dutch Central Bank can inform the applicant within fifty working days of the
acknowledgment of receipt as referred to in Section 1:106b(1), in writing for additional
request information if this is necessary for the assessment of the application. It
request specifies what additional information should be provided.

2.

The Dutch Central Bank will send within two working days of receipt of the additional
information as referred to in the first paragraph, a written confirmation of receipt to the
applicant.

3.

If the Dutch Central Bank has requested additional information as referred to in
under the first paragraph, it may limit the decision period referred to in Article 1:106b, second and third paragraphs, once
with a maximum of twenty working days.

4.

Notwithstanding the third paragraph, the Dutch Central Bank may extend the decision period by at least
a maximum of thirty working days if:
a. the applicant has its registered office or is supervised in a non-Member State; or
b. the applicant is not an investment firm, reinsurer, UCITS manager,
bank, life insurer, premium pension institution, non-life insurer or entity for
risk acceptance with registered office in the Netherlands or another Member State.

5.

If the Dutch Central Bank has requested additional information as referred to in
paragraph 1, it informs the applicant of the date on which it or the European Central Europese
Bank decides at the latest.

Article 1:106d
If the Dutch Central Bank or the European Central Bank does not submit the application within the
has rejected the decision period referred to in Section 1:106b or 1:106c, the declaration of no
objection is deemed to have been granted. Section 4.1.3.3 of the General Administrative Law Act is of
mutatis mutandis to applications that are not submitted by the Dutch Central Bank within the
deadline have been rejected.
Article 1:106e
De Nederlandsche Bank may set a period within which the acquisition or increase of the
qualifying holding, as referred to in Section 3:95, or the act, as referred to in Section 3:96, must
to be completed. This term can be extended by the Dutch Central Bank.
Section 1.6.2. Registration
Article 1:107
1.

There is a public register kept by the registrar and in any event

Page 97

is published on a suitable website. The registrar is responsible for the
proper functioning of the register and perform the registration and cancellation therein on
in such a way that it can be deduced from the register from which time, which activities the
registered financial undertakings, including any
restrictions, as well as the state of the registered office.
2.

The registrar shall immediately take care of the registration of:
a. financial undertakings:
1°.
to which a license pursuant to this Act or an exemption as referred to in
Article 2:3.0b, fourth paragraph, 2:3.0g, fourth paragraph, 2:3.0l, third paragraph, 2:54i, 2:55, 2:60,
2:67b, 2:75, 2:80, 2:86, 2:92, 2:96, 3:5, 3:6, 3:7, 3A:40, 4:3, 5:26, or 5 :81, as far as
it concerns an exemption from Section 5:74(1) or Section 5:79;
2°.
to which an exemption applies, if, pursuant to a regulation that
associated with that exemption have notified the supervisor of their
intention to provide the relevant services;
3°.
to which it is otherwise permitted under this Act from an in
branch located in the Netherlands or through the provision of services to the Netherlands,
conduct their business or provide financial services;
4°.
to whom a certificate of supervision has been issued;
5°.
who have made a report as referred to in Section 2:66a, subsection 3, part
a;
6°.
to which a prohibition pursuant to Article 1:58, paragraphs 2 and 3, 1:58a, second
paragraph, 1:58b, second paragraph, 1:58c, third paragraph, 1:59, second paragraph, 1:67, first paragraph, 1:77, first
paragraph, third sentence, 2:3.0e, 2:3.0j, 2:3.0n, 4:4, first paragraph, or 4:4a is imposed;
7°.
which are affiliated companies as referred to in Section 2:105;
8°.
to which the safety net arrangement, referred to in section 3.5.6, applies;
9°.
with which an agreement within the meaning of Article 4:62m, second paragraph, has been concluded
or which are managed by investment fund managers or managers of
UCITS that have been authorized or notified as
referred to in Section 2:66a(3)(a); these financial companies
are, if applicable, entered in the register with the relevant
administrator;
10°.
who have registered as an investment company or company for
collective investment in variable capital securities;
11°.
that have been notified in accordance with Section 2:81(2)(b); this one
are entered in the register with the relevant provider or providers;
12°.
that have submitted to the Netherlands Authority for the Financial Markets pursuant to Section 2:99 or 4:26
reported its intention to conduct the business of an investment firm with systematic
to carry out internal handling;
13°.
that have been notified in accordance with Section 2:97(5), opening words and part b;
these are entered in the register of the investment firm concerned; and
14°.
who wind up their business in accordance with Article 1:104(3);
b. data reporting service providers licensed under this Act
granted;
c. market operators licensed or exempted under this Act
granted;
d. credit rating agencies that are recognized pursuant to Section 3:57(2)
granted;

e. providers of services who are obliged to do so pursuant to Article 1:5a(3)
of a notification to the Dutch Central Bank.
3.

Without prejudice to the first paragraph, the supervisor will immediately take care of the registration
from:

Page 98

a. the name and place of residence of the representative in the Netherlands of an insurer
with a branch in the Netherlands or who provides services to the Netherlands;
b. the nature of the life insurance contracts insofar as it
concerns life insurers who, through the provision of services, conduct their business in the Netherlands
exercise, or the nature of the risks of non-life insurance insofar as it is
underwriting entities, reinsurers or non-life insurers that are
conduct their business in the Netherlands through the provision of services;
c. the data that must be reported on the basis of:
1°.
chapter 5.3, on the understanding that this data is registered
within one business day following the business day on which the Registrar receives the relevant
received notification and with the exception of address details of
notifiable natural persons;
2°.
Article 17(1) and (8) of the Market Abuse Regulation, including
of the time when the information is made public by the issuer
made; and
3°.
Article 19 of the Market Abuse Regulation, with the exception of the
address details of the persons obliged to report;
d. prospectuses approved under the Prospectus Regulation by the
Netherlands Authority for the Financial Markets;
e. the names of the states designated by Our Minister pursuant to Sections 2:6,
2:26d, 2:50, 2:54l and 2:66, as well as the names of the states that the European Commission
has designated pursuant to Articles 172, paragraph 2, 227, paragraph 4, or 260, paragraph 3,
of the Solvency II Directive;
f. the Member States to which a registered insurer is authorized to provide services and
the names of the natural persons who determine the policy of the insurer;
g. the Member States to which a registered reinsurance intermediary is competent
services and the names of the natural persons who follow the policy of the
determine reinsurance agent;
h. the Member States in which a registered insurance intermediary is authorized to
mediate and the names of the natural persons who follow the policy of the mediator
determine;
i. the name of the insurer for whom the power of attorney of a registered
authorized agent or sub-authorized agent and the names of the
natural persons who follow the policy of the authorized agent or the
determine sub-authorized agent;
j. the financial products for which a registered financial service provider
may provide services pursuant to this Act, as well as the nature of the relevant
services;
k. the market operator or the investment firm to which it is subject pursuant to a decision as
referred to in Article 1:58c, third paragraph, is not permitted to use their facilities in the Netherlands
to be made available to remote members or participants established in the Netherlands;
l. multilateral trading facilities that are in accordance with Article 4:91ea(1)
registered as an SME growth market, if services are provided from these branches
offered in another Member State;
m. the name and domicile of the representative of an investment firm with
registered office in a non-Member State that provides investment services in the Netherlands only
to professional investors as referred to in Annex II, Section I of the Directive
2014 financial instruments markets or eligible counterparties;
n. payment service agents and the branches of a payment institution, and a branch of
an electronic money institution with its registered office in the Netherlands, if from this branch
payment services are offered in another Member State;
o. offer messages that have been approved on the basis of Articles 5:74 and 5:76, as well as
public announcements pursuant to or pursuant to Articles 5:25m, fifth paragraph, and
5:76, second paragraph, rules laid down by the Netherlands Authority for the Financial Markets have been received;
p. payment service agents of an electronic money institution with its registered office in the Netherlands;

Page 99

q. issuing banks as referred to in Section 3:33a(1);
r. categories of registered covered bonds in respect of which the Dutch
The Bank has decided to register it pursuant to Section 3:33a(1), whereby
whether the registered covered bond class complies with Article 129
of the Capital Requirements Regulation and whereby for each bond issue, the
date of issue, maturity and the nominal value of those bonds are shown.
4.

If applicable, it will be stated in the event of cancellation that the relevant decision is still
is not irrevocable.

Article 1:108
1.

The registrar will keep the data referred to in Article 1:107 for at least five months
year, free of charge for inspection in the register. The registrar provides to a
each on request, against payment of the cost price, copies from the register.

2.

Rules may be laid down by ministerial regulation with regard to the establishment and
operation of the registry.

Article 1:109
[Expired as of 01-07-2012]
Article 1:109a
The Netherlands Authority for the Financial Markets maintains a list of regulated markets for which Our
The Minister has granted a permit as referred to in Section 5:26(1) and sends this list
to the other Member States and to the European Securities and Markets Authority.
Article 1:109b
1.

The Netherlands Authority for the Financial Markets publishes on its website in a language that is
international financial circles is common:
a. the information referred to in Article 30 of Directive 2010/42/EU of the European Union
Commission of 1 July 2010 implementing Directive 2009/65/EC of the European
Parliament and the Council of the European Union with regard to certain provisions
regarding fund mergers, master-feeder arrangements and the notification procedure
(OJEU L 176); and
b. all current regulations, administrative procedures and other information that is relevant
for applying for a UCITS license and offering rights of
holding in a UCITS.

2.

The Netherlands Authority for the Financial Markets publishes the information referred to in the first paragraph,
part a, in the form of a narrative description and a series of references or links
to source documents.

Section 1.6.3. Profession
Article 1:110
[Expired as of 01-01-2013]
Chapter 1.7. Reward Policy

Page 100

Section 1.7.1. Definitions and scope
Article 1:111
In this chapter, the following definitions apply:
variable remuneration: the part of the total remuneration that is not a fixed remuneration;
fixed remuneration: the part of the total remuneration that consists of unconditional
financial or non-financial benefits as detailed in the remuneration policy of the
company or in agreements for the purpose of performing work
for the company.
Article 1:112
1.

Sections 1.7.2 and 1.7.3 apply to financial undertakings to which
Section 3:17, 4:14 or 4:15 applies.

2.

Sections 1.7.4 to 1.7.6 apply to financial undertakings
domiciled in the Netherlands and financial undertakings that, pursuant to the Market Access . part,
financial undertakings are subject to a license for the activities of a branch in
The Netherlands.

Article 1:113
1.

A financial enterprise with its registered office in the Netherlands ensures that the
Sections 1.7.4 to 1.7.6 also included rules by its subsidiaries
are applied.

2.

A financial enterprise with its registered office in the Netherlands to which Article 3:17, 4:14 or 4:15 of
applies also ensures that its subsidiaries have a remuneration policy
which is in accordance with the requirements of section 1.7.2. Division 1.7.3 belongs to
mutatis mutandis, on the understanding that the
disclosure and information obligations both by the financial undertaking and by
the subsidiary may be executed.

Article 1:114
1.

If a financial enterprise with its registered office in the Netherlands belongs to a group such as
referred to in Article 24b of Book 2 of the Dutch Civil Code and the head of that
group standing group company also has its registered office in the Netherlands, the
the group company head of the group ensures that the
Rules 1.7.4 to 1.7.6 included by all legal entities belonging to the group and
companies are applied.

2.

The group company at the head of the group also ensures
that all legal entities and companies belonging to the group have a remuneration policy
conduct that is in accordance with the requirements imposed on the . pursuant to section 1.7.2
remuneration policy of the financial undertakings belonging to the group.
Section 1.7.3 applies mutatis mutandis, on the understanding that the
department-regulated disclosure and information obligations both by the
group company standing head of the group as by the individual to the group
associated legal entities and companies may be executed.

3.

The first and second paragraphs do not apply if the main activities of the
group does not consist of offering financial products or providing financial

Page 101

services.
Article 1:115
1.

The supervision of those at the head of a group as referred to in Article 1:114
group company is exercised by the authorized supervisor
to the financial undertaking referred to in Section 1:114(1).

2.

If licenses have been granted by both supervisors to the group
belonging financial undertakings, the supervision referred to in the first paragraph shall be
exercised by the financial authorities, having regard to the main activities of the group's financial
companies with their registered office in the Netherlands, most involved supervisor.

Article 1:116
1.

A financial undertaking or the head of a group as referred to in Article
1:114 standing group company ensures that no use is made of
constructions or methods that allow circumvention of the requirements contained in this chapter
to make.

2.

A financial undertaking or the head of a group as referred to in Article
1:114 standing group company ensures that persons working under it
responsibility of third parties not to receive any financial or non-financial benefits that
exceed the appropriate level determined by the company.

3.

Notwithstanding Article 1:23, legal acts are in conflict with the provisions laid down by or pursuant to the
Articles 1:121, paragraphs 1 to 6, 1:122, 1:124, 1:125, 1:127, paragraphs 2 and 3 or
1:128, first paragraph, set rules, null and void.

Section 1.7.2. Controlled remuneration policy
Article 1:117
1.

A financial undertaking to which Section 3:17, 4:14 or 4:15 applies, conducts as
part of the controlled business operations referred to in those articles, a controlled
remuneration policy, which is laid down in writing.

2.

The remuneration policy is geared to the size and organization of the company and
on the nature, scope and complexity of its activities.

3.

The company has procedures and measures in place for implementation, implementation
and maintenance of the remuneration policy.

4.

The supervisor can set further rules with regard to:
a. the manner in which the remuneration policy is drawn up and adopted or approved,
implemented, evaluated and adapted;
b. the way in which remuneration components and remuneration structures are given shape
and the way in which the risks arising from the policy and its implementation are
are controlled.

Article 1:118
1.

The remuneration policy of a financial undertaking to which Section 3:17 applies
is, describes the reward components and reward structures that could lead to

Page 102

contribute to the company taking more risks than is acceptable to it, as well as
the procedures and measures to be followed to ensure that such remuneration components and
prevent and control reward structures. The remuneration policy is in line with the results,
financial soundness, business strategy, objectives, values ​and
long-term interests of the company and is consistent with and contributes to
sound and effective risk management.
2.

The remuneration policy includes at least the following elements:
a. the appropriate relationships that apply within the company between the permanent and
variable compensation;
b. the ratio between the awarded and paid variable remuneration;
c. the composition of the variable remuneration;
d. the criteria and performance on which the variable remuneration is based, including the
performance of a natural person working under his responsibility, the
business unit and the company.

3.

When assessing the performances referred to in the second paragraph, under d,
applied both financial and non-financial criteria. The variable remuneration is paid for at least
at least 50% based on non-financial criteria.

Article 1:119
1.

The remuneration policy of a financial undertaking to which Article 4:14 or 4:15 of
applies, defines with reference to the specific financial services or other
activities that are provided or performed by or in the name of the company, the
reward components and reward structures that can lead to the risk of
careless treatment of consumers, clients, participants, pension participants or
beneficiaries, as well as the procedures and measures to be followed to reduce that risk
prevent and control. The remuneration policy is aimed at preventing
consumers, clients, participants, pension participants or pension beneficiaries
be treated carelessly.

2.

The first paragraph applies mutatis mutandis to a branch office located in the Netherlands
of an investment firm with its registered office in another Member State.

3.

Article 1:118, second paragraph, preamble and parts a, c and d, and third paragraph, are of
similar applications.

Section 1.7.3. Publication and information obligations
Article 1:120
1.

2.

A financial undertaking to which Section 1:117 applies shall, if it
is obliged to draw up a management report, in its management report a description of
its remuneration policy. If it has a website, it also prepares this description
its website public.
In the description, the company also includes:
a. how many natural persons working under its responsibility have a total
received annual remuneration of 1 million euros or more, as well as the business unit
for which they mainly perform work;
b. the annual to natural persons working under its responsibility
amount of variable remuneration paid.

Page 103

3.

The supervisor can set further rules with regard to the manner of
disclosure of the remuneration policy.

4.

A financial undertaking that applies Section 1:121, subsection 3 or 4, and a bank or
is an insurer, annually provides the supervisory authority with information about the method of
application of Article 1:121 by the financial undertaking. The supervisor can provide further
lay down rules with regard to the information to be provided pursuant to the first sentence.

Section 1.7.4. Maximum variable remuneration
Article 1:121
1.

The variable remuneration awarded by a financial company with its registered office in the Netherlands
to a natural person working under its responsibility, shall not exceed
20% of that person's fixed annual salary.

2.

Notwithstanding the first paragraph, a financial undertaking may grant to a natural person
working under its responsibility, which mainly carries out activities within the
the Netherlands and whose remuneration does not or does not follow exclusively from a collective
employment contract as referred to in Article 1, second paragraph, of the Collective Employment Act
contract of employment, grant a variable remuneration that is higher than the one referred to in the first paragraph
percentage referred to, provided that:
a. the average of the ratios between the fixed and variable remuneration of all
persons working under the responsibility of the company who mainly
perform work in the Netherlands and whose remuneration does not consist solely of a
collective labor agreement as described above follows, no more than 20%
amounts to; and
b. the variable remuneration referred to in the preamble does not exceed 100% of the fixed
remuneration on an annual basis.

3.

Notwithstanding the first paragraph, the variable remuneration of a natural person is
employed under the responsibility of the company at most the percentage
referred to in Article 94, first paragraph, part g, under i, first sentence, of the Directive
capital requirements, if this person principally carries out his activities in a
other state.

4.

Notwithstanding the first paragraph, shareholders, owners or members of the
financial undertaking in accordance with the procedure referred to in Article 94, first
subsection g(ii) of the Capital Requirements Directive, approve that the variable
remuneration of a natural person working under the responsibility of the
company at most the percentage referred to in Article 94, first paragraph, under g, under
ii, of the Capital Requirements Directive, if this person carries out his activities in
principally in a non-Member State.

5.

If over a period of five consecutive calendar years at least 75% of all
under the responsibility of the belonging to a group as referred to in Article 1:114
legal entities and companies active natural persons for at least
three of those five years were mainly employed outside the Netherlands, is in deviation
of the first paragraph the variable remuneration of a natural person working under
responsibility of the group company at the head of that group at the
highest the percentage referred to in Article 94, first paragraph, under g, under i, first sentence,
of the Capital Requirements Directive.

6.

The first and second paragraphs apply mutatis mutandis to . located in the Netherlands
branches of financial undertakings having their registered office in another State, not being a
financial undertaking to which Articles 92 to 96 of the Capital Requirements Directive
apply. The supervision of the branch that is not subject to the Market Access . part
financial undertakings carries out activities that require a licence, is carried out by the
supervisory authority which, if the company had had its registered office in the Netherlands, under
the Market Access Part would have been authorized to grant permits.

Page 104

7.

The first paragraph does not apply to:
a. managers of investment institutions;
b. UCITS managers; and
c. investment firms that deal exclusively on their own account with their own
resources and capital, have no outside clients and are a local business.

Article 1:122
1.

Notwithstanding Section 1:121(1), a financial undertaking may submit to a sub
assign a variable remuneration to the natural person who is working for her responsibility that is
is higher than the percentage referred to in that article, if:
a. the variable remuneration is necessary in connection with a sustainable organizational change
of the company;
b. the variable remuneration only serves to maintain the referred to in the preamble
person for the company;
c. the variable remuneration does not result in the sum of variable remunerations being the
percentages referred to in Article 94, first paragraph, part g, under i, first sentence and under ii
of the Capital Requirements Directive; and
d. the supervisor has agreed in writing to the allocation of the variable
reward.

2.

On the application for consent, referred to in the first paragraph, under d, the
supervisor decides within six weeks.

Article 1:123
Article 1:121 does not apply to the allocation of variables up to and including 31 December 2015.
remunerations arising from a financial undertaking by a financial undertaking prior to 1 January
2015 commitment.
Section 1.7.5. Ban on guaranteed variable rewards
Article 1:124
1.

A financial undertaking assigns to natural persons working under its
responsibility does not grant guaranteed variable remuneration.

2.

Notwithstanding the first paragraph, a financial undertaking may grant to a natural person
working under her responsibility a guaranteed variable remuneration
grant if:
a. that person's guaranteed variable remuneration relates to the
commencement of work under the responsibility of the company;
b. that person has not worked for more than one year at the time of granting
company responsibility; and

Page 105

c. the company has a healthy regulatory capital, healthy solvency margin or
healthy equity capital.
Section 1.7.6. Maximum severance pay
Article 1:125
1.

A financial enterprise returns to a natural person working under it
responsibility does not pay severance pay if there is:
a. premature termination of the employment relationship at the initiative of the referred to in the preamble
natural person, unless this is the result of seriously culpable acts or omissions of
the employer;
b. seriously culpable act or omission in the performance of his function by the
salutation referred to natural person; or
c. failure of the company, if the natural person referred to in the preamble
determines the company's day-to-day policy.

2.

The company returns to a person who is responsible for the day-to-day policy of the company
does not determine a severance payment that exceeds 100% of the fixed remuneration on
annual basis.

3.

Up to and including 1 July 2015, the second paragraph does not apply to persons who
determine the day-to-day policy of the company, other than directors of a bank or
insurer, severance payments to be paid arising from a
commitment entered into prior to January 1, 2015.

Section 1.7.7. Recovery and adjustment of variable remuneration
Article 1:126
1.

The powers of Article 135, paragraphs 6 and 8, of Book 2 of the Civil
Code apply, insofar as not already pursuant to Book 2 of the Civil Code of
application, also for:
a. financial enterprises with their registered office in the Netherlands;
b. subsidiaries as referred to in Section 1:113;
c. the person belonging to a group to which Article 1:114, first paragraph, applies
legal entities and companies.

2.

In addition to Article 135, paragraphs 6 and 8, of Book 2 of the Civil Code Wet
the powers referred to in that article apply mutatis mutandis to all
natural persons working under the responsibility of:
a. financial enterprises with their registered office in the Netherlands;
b. subsidiaries as referred to in Section 1:113;
c. belonging to a group to which Article 1:114, first paragraph, applies
legal entities and companies.

3.

The powers referred to in paragraphs 1 and 2 shall, insofar as Article door
135, sixth and eighth paragraph, of Book 2 of the Civil Code not in a
conferral of powers is provided to the body or person who, within a
the company, legal person or company referred to in the first paragraph determines the remuneration.

Page 106

Article 1:127
1.

A financial company with its registered office in the Netherlands has procedures and criteria in place
concerning the application of the provisions of Article 1:126 and paragraphs 2 and 3 of this Article
powers referred to.

2.

In addition to Article 135(6) of Book 2 of the Dutch Civil Code, the
financial undertaking the amount of a debt to a natural person working under it
responsibility awarded variable remuneration in any case, if:
a. the person has not met appropriate standards of competence and correct
behaviour; or
b. the person was responsible for conduct that resulted in the
The company's financial position has deteriorated significantly.

3.

In addition to Article 135, paragraph 8, of Book 2 of the Civil Code,
a financial enterprise to a natural person working under it
responsibility for the variable remuneration paid out, in any case, if that person:
a. has failed to meet appropriate standards of competence and proper conduct; or
b. was responsible for conduct that resulted in the position of the
company has deteriorated significantly.

4.

The first to third paragraphs apply mutatis mutandis to:
a. subsidiaries as referred to in Section 1:113;
b. the person belonging to a group to which Article 1:114, first paragraph, applies
legal entities and companies.

5.

The financial undertaking referred to in Section 1:113(1) or the head of de
a group as referred to in Article 1:114, first paragraph, a standing group company shall ensure
for compliance with the obligations pursuant to the fourth paragraph on subsidiaries, respectively
the legal entities or companies belonging to a group, the obligations incumbent on them.

Section 1.7.8. Ban on variable remuneration in the case of state aid
Article 1:128
1.

If a financial undertaking, in connection with the stability of the financial system onderneming
is or has benefited from aid within the meaning of Article 107, paragraph 1, of the Convention on
the functioning of the European Union, the information issued by that company to persons who
determine day-to-day policy and direct to persons who fulfill a managerial position
below the echelon of day-to-day policy makers and responsible for natural
persons whose activities may materially affect the risk profile of the company
to grant or pay out over the period in which support is or has been received
remuneration, as well as the remuneration paid by that company to persons who follow its day-to-day policy
determine and to persons who fulfill a managerial position directly below the echelon
of the day-to-day policymakers and are responsible for natural persons whose
activities could materially affect the risk profile of the company over the
period prior to the granting of the aid, rewards to be awarded or paid, for
to the extent that those rewards had not yet been awarded at the time when the aid was granted
or paid out, by operation of law:
a. set at a value of €0, insofar as it concerns variable remuneration; and
b. at the value they had at the time, immediately prior to the

Page 107

entry into force of the aid measure, as far as fixed remuneration is concerned.
2.

A financial enterprise does not award or pay out any rewards in
conflict with the first paragraph.

3.

The body charged with supervising policy and general affairs
of the company, supervises compliance with the second paragraph.

4.

If the support has been granted to a group within the meaning of Article 24b of Book 2 of the
Civil Code or a legal person or company belonging to such a group,
the group company at the head of that group for the purposes of
the first to third paragraphs are regarded as the financial means referred to in those paragraphs
company and those members also apply to the banks belonging to that group and
insurers with their registered office in the Netherlands.

5.

If the person at the head of a group as referred to in paragraph 4
group company has its registered office outside the Netherlands, notwithstanding the fourth paragraph, the
within the group hierarchically highest group company with registered office in the Netherlands
regarded as the financial enterprise referred to in paragraphs 1 to 3 inclusive.

Article 1:129
1.

With support to a financial undertaking, for the purposes of Article 1:128
assimilated:
a. a participating interest of the State of the Netherlands in connection with the stability of the
financial system in that enterprise, or:
b. if the company is part of a group as referred to in Article 24b of the Book
2 of the Civil Code: a participating interest of the State of the Netherlands in connection
with the stability of the financial system in another belonging to that group
group company.

2.

The assimilation referred to in the first paragraph ends as soon as the State of the Netherlands does not
owns more shares of the company.

2. Share Market Access Financial Companies
Chapter 2.1. Preliminary provisions
Article 2:1
Permits and exemptions granted under this Act are personal and non
transferable.
Article 2:2
1.

If, when granting a permit, the supervisor grants an exemption as referred to
in Article 2:3.0b, fourth paragraph, 2:3.0d, fourth paragraph, 2:3.0e, eighth paragraph, 2:3.0g, fourth paragraph, 2:5, third
paragraph, 2:7, third paragraph, 2:17, third paragraph, 2:21, third paragraph, 2:26b, fourth paragraph, 2:26e, third paragraph, 2:31,
fourth paragraph, 2:37, third paragraph, 2:41, third paragraph, 2:49, third paragraph, 2:51, third paragraph, 2:54b, fourth paragraph,
2:54e, third paragraph, 2:54h, third paragraph, 2:54j, third paragraph, 2:54m, third paragraph, 2:58, third paragraph, 2:63, third
paragraph, 2:67b, fourth paragraph, 2:78, third paragraph, 2:83, third paragraph, 2:89, third paragraph, 2:94, third paragraph, or 2:99,
sixth paragraph, that exemption also applies as an exemption from the corresponding de
rules pursuant to the Part Prudential Supervision of Financial Undertakings respectively onderscheiden

Page 108

the Part on the Supervision of Conduct of Financial Enterprises.
2.

If, when granting an authorization, the ECB grants a waiver as referred to in
Article 2:12(5), paragraph 1 shall apply mutatis mutandis.

Article 2:3
If, without prejudice to Section 2:2, the Netherlands Authority for the Financial Markets, when granting a
license, whereby advice has been requested from the Dutch Central Bank pursuant to Section 1:48, also
grants an exemption as referred to in Section 2:67b(4) or 2:99(6), the Authority is
Financial Markets authorized at the same time to grant exemption from the corresponding
rules pursuant to the Prudential Supervision of Financial Undertakings Part, if the advice
gives rise to this. In those cases, the amounts issued by the Dutch Central Bank may be
advised regulations associated with that exemption. That waiver is deemed to be
granted by the Dutch Central Bank insofar as they relate to rules pursuant to the
Part Prudential supervision of financial enterprises.
Chapter 2.2. Access to the Dutch financial markets
Section 2.2.a1. Conducting the business of a settlement company
§ 2.2.a1.1. Licensing obligation and requirements for settlement companies with their registered office in the Netherlands
Article 2:3.0a
1.

Anyone with registered office in the Netherlands who intends to operate as a settlement company
exercise against payment service providers with whom it is not affiliated in a group, gives
notify the Dutch Central Bank thereof, stating which in the
definition of settlement services separate activities he intends to do.

2.

The notification referred to in the first paragraph shall be made stating by or pursuant to
information to be determined by order in council.

3.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall without delay communicate its receipt to the person who
has given notice.

4.

A settlement company may proceed to carry on its business after it has
notification, referred to in the third paragraph, from the Dutch Central Bank.

Article 2:3.0b
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license to operate the business of a settlement company
practice towards a payment service provider with whom he is not affiliated in a group, if
the number of giro payment transactions performed in the Netherlands in respect of which he
has provided settlement services to payment service providers with whom it is not in a group
connected, measured over the previous calendar year, the
exceeds the set number of transactions.

2.

By order in council, the number of bank transfers carried out in the Netherlands is
payment transactions have been established for which a license as referred to in the first paragraph
is required.

3.

De Nederlandsche Bank states in the license for which in the definition of

Page 109

settlement services for different activities it grants the licence.
4.

On request, the Dutch Central Bank may grant an exemption from the first paragraph for the
period expiring at the time it has decided on the application for a license as vergunning
referred to in the first paragraph.

Article 2:3.0c
1.

Anyone with registered office in the Netherlands who conducts the business of a settlement company, gives
annually before 1 March notify the Dutch Central Bank of the number in the Netherlands
non-cash payment transactions performed in respect of which he in the previous calendar
has provided settlement services to payment service providers with whom it is not in a group
connected.

2.

Further rules may be laid down by or pursuant to an order in council
with regard to the content of the notification referred to in the first paragraph.

Article 2:3.0d
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:3.0b, first paragraph, if the applicant demonstrates that the requirements will be met
determined pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determines the daily policy;
e. Article 3:16, first and third paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:57, first and second paragraph, with regard to solvency;
h. Section 3:73b, with regard to the effective provision of services;
i. Article 3:267.0a, with regard to a prudent investment policy;
j. Section 4:76a with regard to providing fair and free access to its services
and systems based on objective and risk-based participation criteria;
k. Article 4:76b, first and second paragraph, with regard to the timely and efficient provision of
its services and having mechanisms in place to periodically adjust the cost level,
price level and service level and the efficiency of the settlement company
services rendered are assessed;
l. Article 4:76c, paragraph 1, with regard to having internationally accepted
communication procedures and standards;
m. Article 4:76d, first paragraph, with regard to the offer to a payment service provider of
insight into financial risks and costs.

2.

The applicant shall state in the application for which in the definition of settlement services
various activities he applies for the permit.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

4.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d or f, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph

Page 110

articles intended to achieve are otherwise achieved.
Article 2:3.0e
The Dutch Central Bank may authorize a settlement company as referred to in Section 2:3.0a to which
no license to conduct the business of a settlement company has been granted, prohibit
conduct its business towards payment service providers with whom it is not in a group
if that company does not comply with the rules laid down by or pursuant to this Act.
§ 2.2.a1.2. Branch office and provision of services by settlement companies with registered office
outside The Netherlands
Article 2:3.0f
1.

Anyone with registered office outside the Netherlands who intends to start the business of
settlement company from a branch office located in the Netherlands towards a
payment service provider with whom it is not affiliated in a group, notifies the
Nederlandsche Bank, stating which in the definition of
settlement services distinguish activities he intends to do.

2.

The notification referred to in the first paragraph shall be made stating by or pursuant to
information to be determined by order in council.

3.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall without delay communicate its receipt to the person who
has given notice.

4.

A settlement company may proceed to carry on its business after it has
notification, referred to in the third paragraph, from the Dutch Central Bank.

Article 2:3.0g
1.

It is prohibited for anyone with their registered office outside the Netherlands without a
Nederlandsche Bank issued a license from a branch office located in the Netherlands
to conduct the business of a settlement company vis-à-vis a payment service provider with whom he
one is not connected in a group if the number of giro transfers carried out in the Netherlands
payment transactions in respect of which he has provided settlement services to
payment service providers with whom it is not connected in a group, measured over the
previous calendar year, the number determined pursuant to Article 2:3.0b, second paragraph lid
exceed transactions.

2.

De Nederlandsche Bank states in the license for which in the definition of
settlement services for different activities it grants the licence.

3.

On request, the Dutch Central Bank may grant an exemption from the first paragraph for the
period expiring at the time it has decided on the application for a license as vergunning
referred to in the first paragraph.

4.

The first paragraph does not apply to settlement companies with their registered office in a
State to be designated by Our Minister where the exercise of the
business of a settlement company vis-à-vis payment service providers with whom the person who
of the settlement company is not affiliated with a group, if that supervision is in
offers sufficient guarantees with regard to the interests that this Act aims to protect
to protect.

5.

In assessing whether the supervision exercised in another State is sufficient
offers guarantees with regard to the interests that this law aims to protect, is
the distinction referred to in the second paragraph is made.

6.

Further rules may be laid down by order in council with
regarding the designation of states.

Page 111

7.
8.

The decision to designate may be revoked by Our Minister.
A decision designating a state as referred to in paragraph 4 and the withdrawal
are published in the Government Gazette.

Article 2:3.0h
1.

Anyone with registered office outside the Netherlands who conducts the business of a settlement company,
annually before 1 March notify the Dutch Central Bank of the number in the Netherlands
non-cash payment transactions performed in respect of which he in the previous calendar
has provided settlement services to payment service providers with whom he is not in a group
connected.

2.

Further rules may be laid down by or pursuant to an order in council
with regard to the content of the notification referred to in the first paragraph.

Article 2:3.0i
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:3.0g, first paragraph, if the applicant demonstrates that the requirements will be met
determined pursuant to:
a. Article 3:8 with regard to the suitability of the persons who conduct the day-to-day management
of the branch office located in the Netherlands;
b. Article 3:9 with regard to the reliability of the persons who follow the policy of the
determine a branch located in the Netherlands;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct of the settlement company;
d. Article 3:15, first paragraph, with regard to the minimum number of persons who have the daily
determines the policy of the settlement company;
e. Article 3:16, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:24aa, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy of the branch and the place from which they
perform work;
h. Article 3:57(1) and (2) with regard to solvency;
i. Section 3:73b, with regard to the effective provision of services;
j. Section 3:267.0a, with regard to a prudential investment policy;
k. Section 4:76a regarding the provision of fair and free access to its services
and systems based on objective and risk-based participation criteria;
l. Article 4:76b, first and second paragraph, with regard to the timely and efficient provision of
its services and having mechanisms in place to periodically adjust the cost level,
price level and service level and the efficiency of the settlement company
services rendered are assessed;
m. Article 4:76c, paragraph 1, with regard to having internationally accepted
communication procedures and standards;
n. Article 4:76d(1) with regard to offering a payment service provider of betaal
insight into financial risks and costs.

Page 112

2.

The applicant shall state in the application for which in the definition of settlement services
various activities he applies for the permit referred to in subparagraphs a to
and with e of the definition of settlement company in Article 1:1, he applies for the licence.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

4.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d, e or h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:3.0j
The Dutch Central Bank may authorize a settlement company as referred to in Section 2:3.0f to which no
license to conduct the business of a settlement company has been granted, prohibit from
a branch office located in the Netherlands to conduct its business towards payment service providers with betaal
who it is not affiliated with in a group, if that enterprise does not comply with the
rules laid down in this law.
Article 2:3.0k
1.

Anyone with registered office outside the Netherlands who intends to start the business of
settlement company through the provision of services to
The Netherlands gives to payment service providers with whom it is not connected in a group,
notify the Dutch Central Bank thereof, stating which in the
definition of settlement services separate activities he intends to do.

2.

The notification referred to in the first paragraph shall be made stating by or pursuant to
information to be determined by order in council.

3.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall without delay communicate its receipt to the person who
has given notice.

4.

A settlement company may proceed to carry on its business after it has
notification, referred to in the third paragraph, from the Dutch Central Bank.

Article 2:3.0l
1.

Anyone having their registered office in a non-designated state is prohibited without a
license granted by the Dutch Central Bank to operate the business of a settlement company
practice through the provision of services to the Netherlands towards
payment service providers with whom he is not connected in a group if the number of
The Netherlands executed giro payment transactions in respect of which it has settlement services
granted to payment service providers with whom it is not connected in a group, measured
for the previous calendar year, the determined pursuant to Article 2:3.0b, second paragraph,
number of transactions.

2.

De Nederlandsche Bank states in the license for which in the definition of
settlement services for different activities it grants the licence.

3.

On request, the Dutch Central Bank may grant an exemption from the first paragraph for the
period expiring at the time it has decided on the application for a license as vergunning

Page 113

referred to in the first paragraph.
Article 2:3.0m
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:3.0l, first paragraph, if the applicant demonstrates that the requirements will be met
determined pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first paragraph, with regard to the minimum number of persons who may participate in the daily
policy determines;
e. Article 3:16, first and third paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:57, first and second paragraph, with regard to solvency;
h. Section 3:73b, with regard to the effective provision of services;
i. Article 3:267.0a, with regard to a prudent investment policy;
j. Section 4:76a with regard to providing fair and free access to its services
and systems based on objective and risk-based participation criteria;
k. Article 4:76b, first and second paragraph, with regard to the timely and efficient provision of
its services and having mechanisms in place to periodically adjust the cost level,
price level and service level and the efficiency of the settlement company
services rendered are assessed;
l. Article 4:76c, paragraph 1, with regard to having internationally accepted
communication procedures and standards;
m. Article 4:76d, first paragraph, with regard to the offer to a payment service provider of
insight into financial risks and costs.

2.

The applicant shall state in the application for which in the definition of settlement services
various activities he applies for the permit.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

4.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d or f, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:3.0n
The Dutch Central Bank may authorize a settlement company as referred to in Section 2:3.0k to which
no license to conduct the business of a settlement company has been granted, prohibit
to conduct the business of a settlement company in the Netherlands towards payment service providers with
whom it is not associated in a group through the provision of services to
the Netherlands, if that company does not comply with the rules laid down by or pursuant to this Act.
Section 2.2.0. Conducting the business of a payment service provider
§ 2.2.0.1. Licensing obligation and requirements for payment service providers with their registered office in the Netherlands

Page 114

Article 2:3a
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license to conduct the business of a payment service provider.

2.

The first paragraph does not apply to financial undertakings that, for the purpose of exercising
of the business of a bank or for conducting the business of an electronic money institution
a license granted by the European Central Bank or the Dutch Central Bank
to the extent that they are permitted under that license to provide payment services
grant.

3.

The first paragraph does not apply to electronic money institutions established in
a state designated by Our Minister as referred to in Section 2:10f, subsection 3, and which
meet the conditions referred to in Section 2:10f(3).

Article 2:3b
1.

On request, the Dutch Central Bank grants a license to exercise
the company of the payment service provider if the applicant demonstrates that it will comply with
the provision pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the persons who determine the policy
or co-determine;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, first and second paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:29a(1) with regard to securing funds received from
payment services, as applicable;
h. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
i. Article 3:57, first to third paragraph, with regard to solvency.

2.

Without prejudice to the provisions of the first paragraph, the Dutch Central Bank grants a
license only if the applicant demonstrates that he has at least part of his
will conduct business in the Netherlands.

3.

If the application concerns a payment institution or electronic money institution in which a
qualifying holding is held, the Dutch Central Bank grants, without prejudice to
the provisions of the first paragraph, a license only if the holder of the
qualifying holding a declaration of no objection in accordance with Section 3:95,
second paragraph, and the Dutch Central Bank determines that the
determined pursuant to Articles 3:99 to 3:101 with regard to the declaration of
no problem.

4.

If the applicant intends to provide only payment initiation services, it is
first paragraph, parts g and i, not applicable.

5.

If the applicant intends to provide only account information services,
the first paragraph, parts g, h and i, does not apply.

6.

The application for the permit is made with a statement by or pursuant to general

Page 115

administrative order data to be determined.
7.

The Dutch Central Bank will decide on the application within three months of receipt of
the application, or, if the application is incomplete, within three months of receipt of all
information needed to make a decision.

8.

Articles 4:14 of the General Administrative Law Act and 1:102, third paragraph, do not apply
application.

Article 2:3c
1.

A payment institution that intends to provide payment services through the intermediary of
a payment service agent, inform the Dutch Central Bank of this, stating
or data to be determined pursuant to an order in council.

2.

The Dutch Central Bank records the payment service agent in the register referred to in Article
1:107, if it has been able to verify the correctness of the data referred to in the first paragraph
and informs the payment institution about this within two months of receipt of the
the data. If the Dutch Central Bank has not been able to verify the correctness of the data,
it shall inform the payment institution thereof as soon as possible. The
payment institution does not previously provide services through the intermediary of a payment service agent
than after it is registered.

3.

The first and second paragraphs apply mutatis mutandis to
electronic money institutions with their registered office in the Netherlands that, through the intermediary of a
payment service agent to provide payment services.

§ 2.2.0.2. Exemption
Article 2:3d
Full or partial exemption from Article 2:3a,
first member. Conditions may be attached to this full or partial exemption.
§ 2.2.0.3. Branches and payment service agents of and provision of services by
payment service providers established in another Member State
Article 2:3e
1.

2.
3.

A payment service provider with its registered office in another Member State may proceed to
of its activities from a branch office located in the Netherlands or through the intermediary of
from a payment service agent operating in the Netherlands, or by means of the
providing services to the Netherlands, if he is a member of a supervisory authority
authorized by that Member State.
Article 1:107, second paragraph, does not apply.
If a payment service provider with its registered office in another Member State intends to
from a branch in the Netherlands or through the provision of services, whether or not
to offer its services in the Netherlands through the intermediary of a payment service agent,
the Dutch Central Bank assesses on the basis of the relevant
data within one month of receipt of that data from the supervisory
authority of the other Member State whether there are concerns about admission to the
Dutch market and inform that authority thereof, in particular if it
there is a presumption that with the proposed establishment of the branch or the engagement

Page 116

of the payment service agent is acting in violation of statutory regulations laid down by or
under the Anti-Money Laundering and Terrorist Financing Act.
4.

In the event of the intention to offer services through a
payment service agent that is not itself a payment service provider, is the payment service agent's
reliability requirement, referred to in Section 3:9, applies mutatis mutandis.

5.

At the request of the Netherlands Authority for the Financial Markets, a payment service provider as
referred to in the third paragraph, in accordance with Article 29, fifth paragraph, of the Payment Services Directive
a central point of contact. The central contact point is responsible for the delivery of
the information requested by the Netherlands Authority for the Financial Markets with regard to compliance
of the rules laid down by or pursuant to the section on the Supervision of the Conduct of Financial Undertakings.

6.

A payment service provider as referred to in the third paragraph shall, at the request of the
Netherlands Authority for the Financial Markets a periodic report on the activities performed in the Netherlands.
The Netherlands Authority for the Financial Markets uses the report exclusively for informational and
statistical purposes and for monitoring compliance with the bee or
rules laid down pursuant to the section on the Supervision of Conduct of Financial Undertakings.

§ 2.2.0.4. Payment service providers having their registered office in a non-Member State
Article 2:3f
1.

Anyone having their registered office in a State which is not a Member State is prohibited from:
a. to conduct the business of a payment service provider in the Netherlands;
b. to run the business of a payment service provider from a branch office in the Netherlands
practice in another Member State.

2.

The first paragraph does not apply to financial undertakings that, for the purpose of exercising
of the bank's business a . granted by the Dutch Central Bank on the basis of this part
have a license, to the extent that they are permitted to do so under that licence
provide payment services.

Section 2.2.0a. Conducting the business of custodian
§ 2.2.0a.1. Licensing obligation and requirements for custodians with their registered office in the Netherlands and with their registered office
outside The Netherlands
Article 2:3g
1.

2.

It is prohibited without a license granted for that purpose by the Netherlands Authority for the Financial Markets
license to conduct the business of custodian in the Netherlands.
The first paragraph does not apply to financial undertakings:
a. to which a license as referred to in to conduct the business of a bank is granted;
Article 2:11 or to which it is permitted under paragraph 2.2.2.2 in
to conduct the business of a bank in the Netherlands, insofar as it is permitted under the licence vergunning
allowed to perform the duties of custody and management of securities;
b. which is licensed to conduct the business of an investment firmonderneming
has been granted as referred to in Section 2:96 or to which it is pursuant to Section 2.2.12.2
permitted to provide investment services or conduct investment activities in the Netherlands
perform, insofar as:
1°.
the investment firm has a minimum equity capital if

Page 117

referred to in Article 28, second paragraph, of the Capital Requirements Directive;
2°.
complies with Chapter 1 of Part 3 of the Capital Requirements Regulation; and
3°.
the ancillary service of custody and management is permitted under the permit
of financial instruments on behalf of clients, including
custody and related services such as cash or
to perform collateral management.
Article 2:3h
Exemption from Section 2:3g(1) may be provided for by ministerial regulation.
Article 2:3i
1.

The Netherlands Authority for the Financial Markets grants a license for the
conduct the business of custodian if the applicant demonstrates that it will be
complied with the provisions pursuant to:
a. Article 4:9, first paragraph, with regard to the suitability and professional competence of the in
persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, first and third paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure;
e. Article 4:14, first and second paragraph, under a and b, with regard to the establishment of
the business operations; and
f. Article 3:53, first and third paragraph, with regard to the minimum equity capital.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Section 2.2.1. Conducting the business of a clearing house
§ 2.2.1.1. Licensing obligation and requirements for clearing institutions with their registered office in the Netherlands
Article 2:4
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license to conduct the business of a clearing institution.

2.

The first paragraph does not apply to financial undertakings having their registered office in the Netherlands
who, for the purpose of conducting the business of a bank, is authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank.

Article 2:5
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:4,
first paragraph, if the applicant demonstrates that the provisions pursuant to: a.
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that

Page 118

determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, first and third paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:19, first and second paragraph, with regard to the minimum number of members of the
supervisory board or a comparable body as referred to in Section 3:19,
second member;
h. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
i. Article 3:57, first and second paragraph, with regard to solvency;
j. Section 3:63(1) and (2) with regard to liquidity; and
k. Article 3:33c with regard to the administration of the derivatives assets.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d, f, g, h, i, or j, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes set out in paragraph 1
said articles are intended to be achieved otherwise.

§ 2.2.1.2. Branch office and provision of services by clearing houses established outside
The Netherlands
Article 2:6
1.

It is prohibited for anyone with their registered office outside the Netherlands without a
Nederlandsche Bank issued a license from a branch office located in the Netherlands
to carry on the business of a clearing house.

2.

The first paragraph does not apply to clearing institutions with their registered office in a
State to be appointed to supervise the conduct of the business of
clearing house that offers sufficient guarantees with regard to aanzien
the interests that this law seeks to protect. By order in council
further rules may be laid down with regard to the designation of states. The decision
designation may be withdrawn by Our Minister.

3.

A decision designating a state, as referred to in the second paragraph, and the withdrawal
thereof, are published in the Government Gazette.

4.

The first paragraph does not apply to financial undertakings having their registered office in a
other Member State which, for the conduct of the business of a bank, has a
Central Bank or the supervisory authority of that Member State
unless the license states otherwise. Article 2:15 shall apply mutatis mutandis
application.

Article 2:7
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:6,
first paragraph, if the applicant demonstrates that the provisions pursuant to: a.
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to policy with regard to integrity
business operations;
d. Article 3:17, first and second paragraph, with regard to the organization of business operations;

Page 119

e. Article 3:21 with regard to the minimum number of persons that the day-to-day policy of
determine the branch office and the place from which they carry out their activities;
f. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
g. Article 3:57, first and second paragraph, with regard to solvency; and
h. Article 3:63, first and second paragraph, with regard to liquidity,
provided that for the purposes of subparagraphs a to d and f to h in
the articles referred to for «a clearing institution with its registered office in the Netherlands» must always be
read: «the branch in the Netherlands of a clearing institution with its registered office in a nondesignated state», and that for the purposes of subparagraph e in the said article for
«bank with its registered office in a non-Member State», should be read: «clearing institution with
registered office in a non-designated state”.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d, f, g or h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:8
1.

It is prohibited for anyone with registered office outside the Netherlands to operate a clearing institution
through the provision of services to the Netherlands, unless he
Nederlandsche Bank has given notice of its intention to do so and it ensures and
demonstrates that the requirements pursuant to Articles 3:17, 3:18, 3:20a and will be complied with
3:57, on the understanding that in those articles for the phrase «with registered office in
Netherlands» reads: with registered office outside the Netherlands.

2.

The first paragraph does not apply to clearing institutions with their registered office in a
Minister to be designated pursuant to Section 2:6, subsection 2, who is in the State of their seat hun
authorized to conduct their business.

3.

The first paragraph does not apply to clearing institutions with their registered office in another
Member State which is authorized by the European Central Bank or its supervisory authority
have a license granted in the Member State to conduct the business of a bank, unless the
permit states otherwise. Article 2:18 applies mutatis mutandis.

4.

For the purposes of the first paragraph, clearing institutions with their registered office outside
the Netherlands out of the business of a clearing institution by providing services
to the Netherlands if this takes place on a regulated market for which a
license as referred to in Section 5:26(1) has been granted, a multilateral trading facility
for which a license as referred to in Section 2:96 has been granted or a
investment firm with systematic internaliser.

5.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall immediately notify the financial undertaking which
made the notification.

Article 2:9
1.

The notification, as referred to in Section 2:8, subsection 1, shall be made stating at or
data to be determined pursuant to an order in council.

2.

The clearing institution referred to in Section 2:8(1) may proceed to perform verrichten
services after they have received the notification referred to in Section 2:8(5) of the Dutch
Bank has received.

Page 120

Article 2:10
1.

A clearing institution as referred to in Section 2:6, subsection 2, or Section 2:8, subsection 2, which
intends from a branch office located in the Netherlands or by means of
of services to the Netherlands to carry on the business of a clearing institution, indicates the
Dutch Central Bank is aware of that intention. The clearing institution lays down a
regulatory body of that designated State issued statement as to which
that it is authorized to conduct the business of a clearing house in that State.

2.

The clearing institution may proceed to conduct the intended business by
through the provision of services to the Netherlands after the notification has been made and
the statement has been issued unless the Dutch Central Bank informs you that the intention or the
intended manner of exercise is contrary to this law.

3.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall immediately notify the clearing house concerned of this receipt.

4.

Within two months of receipt of the notification, the Dutch Central Bank may
inform the supervisory authority of the designated State of the conditions to
reasons of public interest must be taken into account by the clearing house when
conducting its business from the branch office located in the Netherlands. The Dutch
The bank will send a copy of this to the clearing institution.

Section 2.2.1.a. Conducting the business of an electronic money institution
§ 2.2.1a.1. Licensing obligation and requirements for electronic money institutions with their registered office in
The Netherlands
Article 2:10a
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank has been granted a license to issue electronic money.

2.

The first paragraph does not apply to financial undertakings that, for the purpose of exercising
of the business of a bank by the European Central Bank or the Dutch Central Bank
have a license granted, insofar as it is theirs under that license vergunning
allowed to issue electronic money.

Article 2:10b
1.

The Dutch Central Bank grants a license to a legal person on request
as referred to in Section 2:10a(1), if the applicant demonstrates that payment will be made
to the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the persons who determine the policy
or co-determine;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;

Page 121

e. Article 3:16, first and second paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Section 3:29a relating to securing funds received from
payment service users or in exchange for electronic money;
h. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
i. Article 3:57, first to third paragraph, with regard to solvency.
2.

Without prejudice to the provisions of the first paragraph, the Dutch Central Bank grants a
authorization only if the electronic money institution demonstrates that it has acquired at least a part
of its business in the Netherlands.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

4.

The Dutch Central Bank will decide on the application, in derogation from Section 1:102(3),
within three months of receipt of the application, or, if the application is incomplete,
within three months of receipt of all necessary information to make the decision
data.

5.

Article 4:14 of the General Administrative Law Act does not apply.

Article 2:10c
[Expired as of 19-02-2019]
§ 2.2.1a.2. Exemption
Article 2:10d
A ministerial regulation may provide for full or partial exemption from Article 2:10a,
first member. Conditions may be attached to this full or partial exemption.
§ 2.2.1a.3. Branches and agents of and provision of services by
electronic money institutions domiciled in another Member State
Article 2:10e
1.

An electronic money institution with its registered office in another Member State may
performing its activities from a branch office located in the Netherlands, or
by providing services to the Netherlands, if they have a
regulatory body of that Member State has been authorized to do so and the
supervisory authority of the Member State in which it has its seat has notified
the intention to provide services to the Netherlands or to work
from a branch office located in the Netherlands.

2.

Without prejudice to the first paragraph, an electronic money institution with its registered office in another
Member State, if it has been authorized to do so by the supervisory authority of that Member State
has a permit that permits this work, through the intermediary of a
employed payment service agent, proceed to provide payment services.

§ 2.2.1a.4. Electronic money institutions domiciled in a non-Member State
Article 2:10f

Page 122

1.

Anyone having their registered office in a State which is not a Member State is prohibited from:
a. to conduct the business of an electronic money institution in the Netherlands;
b. to run the business of an electronic money institution from a branch office in the Netherlands
practice in another Member State.

2.

The first paragraph does not apply to financial undertakings that, for the purpose of exercising
of the bank's business a . granted by the Dutch Central Bank on the basis of this part
have a license, to the extent that they are permitted to do so under that licence
issue electronic money.

3.

The first paragraph does not apply to electronic money institutions with their registered office in a
to be designated by our Minister.

Section 2.2.2. Conducting the business of a bank and financial institution
§ 2.2.2.1. Licensing obligation and requirements for banks with their registered office in the Netherlands
Article 2:11
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Central Bank granted license to conduct the business of bank.

2.

The first paragraph does not apply to persons to whom the Part Prudential Supervision
financial undertakings pursuant to Section 3:2 does not apply.

Article 2:12
1.

Upon application for a license as referred to in
Article 2:11(1), a draft decision as referred to in Article 14 of the Regulation
banking supervision, if the applicant demonstrates that the stipulation will be met
pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, first and second paragraph, with regard to the control structure;
f. Articles 3:17, first and second paragraph, and 3:17a, first to third paragraph, with
with regard to the organization of business operations;
g. Article 3:19, first and second paragraph, with regard to the minimum number of members of a
supervisory board or a comparable body as referred to in Section 3:19,
second member;
h. Article 3:31 with regard to consolidated supervision;
i. Article 3:33c with regard to the administration of the derivatives capital;
j. Section 3:53(1) and (3) with regard to the minimum equity capital;
k. Article 3:57, first and second paragraph, with regard to solvency; and
l. Article 3:63, first and second paragraph, with regard to liquidity.

2.

If the application concerns a bank with its registered office in the Netherlands in which a qualified
participation is held, the Dutch Central Bank shall, without prejudice to the first paragraph, set a
draft decision as referred to in Article 14 of the Banking Supervision Regulation, if the

Page 123

holder of the qualifying holding a declaration of no objection in accordance with
Article 3:95, second paragraph, and the Dutch Central Bank is of the opinion that
the provisions pursuant to Articles 3:99 to 3:101 inclusive with regard to
the declaration of no objection.
3.

If the applicant has not demonstrated that the requirements set out in the first
requirements referred to in paragraph, the Dutch Central Bank will reject the application.

4.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

5.

On request, the Dutch Central Bank may, in the draft decision referred to in the first paragraph,
propose to the ECB to grant a full or partial waiver from paragraph 1,
salutation and part c, f or g, if the applicant demonstrates that this is not reasonably
can be fulfilled and that the purposes pursued by the articles referred to in paragraph 1
to be achieved otherwise.

Article 2:13
1.

If a bank intends, in addition to conducting the business of a bank,
provide investment services or perform investment activities in the Netherlands, the
Nederlandsche Bank, upon application for a license as referred to in Section 2:11, only one
draft decision as referred to in Article 14 of the Banking Supervision Regulation if the
the applicant demonstrates, without prejudice to Section 2:12, that the
determined pursuant to:
a. Article 4:14, second paragraph, under c, under 1° to 6°, with regard to the
organization of business operations;
b. Article 4:87 with regard to taking adequate measures to protect
rights of clients; and
c. Article 4:91a with regard to the rules applicable to the trading process and the
settlement of transactions in a multilateral trading facility if the applicant
intends to operate a multilateral trading facility.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

§ 2.2.2.2. Branch and provision of services by banks having their registered office in another
member state
Article 2:14
1.

If the Dutch Central Bank makes a notification of the intention of a bank with
registered office in another Member State, not being a participating Member State as referred to in Article 2 of
the Banking Supervision Regulation, to conduct its business from a location in the Netherlands
located branch has received from a supervisory authority of another
Member State, it shall immediately notify the bank concerned of this receipt.

2.

Within two months of receipt of the notification, the Dutch Central Bank may
regulatory body of the other Member State of the conditions to
reasons of public interest must be taken into account by the bank when
conducting its business from a branch office located in the Netherlands. The Dutch
The bank will send a copy of this to the bank.

Page 124

Article 2:15
1.

A bank with its registered office in another Member State other than a participating Member State if
referred to in Article 2 of the Banking Supervision Regulation, which has a license for
carrying on its business, granted by the supervisory authority of that Member State, and
intends to conduct its business from a branch office located in the Netherlands,
proceed to do so two months after receipt of the notification referred to in Article 2:14,
first paragraph, or immediately after receipt of the notification referred to in Article 2:14, second paragraph.

2.

The bank is allowed to carry out the activities referred to in Annex I to the Directive
capital requirements, unless in the notification referred to in Section 2:14(1),
expressly provided otherwise or that communication does not affect the performance of those activities
mentions.

Article 2:16
1.

It is any person having his registered office in another Member State who, under the law of the Member State of the
seat does not require an authorization issued by the regulatory body of that Member State
to carry on the business of a bank and do not have such a license
has obtained on a voluntary basis, is prohibited without a notification by the Dutch Central Bank
license granted from a branch office located in the Netherlands to conduct the business of a bank
to practise.

2.

The first paragraph, insofar as it concerns the conduct of the business of
electronic money institution not applicable to financial undertakings having their registered office in a
other Member State which has issued a certificate issued by the supervisory authority of that Member State
have a license to conduct the business of a bank, unless this license
otherwise stated.

3.

It is any person having his registered office in another Member State who, under the law of the Member State of the
seat does not require an authorization issued by the regulatory body of that Member State
to carry on the business of a bank and do not have such a license
voluntary basis, are prohibited from conducting the business of a bank by means of door
the provision of services to the Netherlands unless he gives notice thereof to the
Nederlandsche Bank and demonstrates that the provisions pursuant to Article will be complied with
3:57. If pursuant to Section 3:57, subsection 2, by or pursuant to Order of
management rules have been laid down, the applicant also demonstrates that those requirements will be complied with
rules, insofar as this is determined by that order in council.

4.

The first and third paragraphs do not apply to the person to whom the Part Prudential
supervision of financial undertakings pursuant to Section 3:2 does not apply.

Article 2:17
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:16,
first paragraph, if the applicant demonstrates that the provisions pursuant to: a.
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Articles 3:17, first and second paragraph, and 3:17a, first to third paragraph, with
with regard to the organization of business operations;
e. Article 3:21 with regard to the minimum number of persons that the day-to-day policy of

Page 125

determine the branch office and the place from which they carry out their activities;
f. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
g. Article 3:57, first and second paragraph, with regard to solvency;
h. Article 3:63, first and second paragraph, with regard to liquidity; and
i. Section 3:75 with regard to separate accounting,
provided that for the purposes of subparagraphs a to d and g to i in
the articles referred to for «a bank in the Netherlands» must always be read: «the
branch in the Netherlands of a bank with its registered office in another Member State».
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and under c or d, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:18
1.

A bank with its registered office in another Member State other than a participating Member State if
referred to in Article 2 of the Banking Supervision Regulation, which
authorized by the authority of that Member State to carry on its business and
intends for the first time through the provision of services to
to conduct its business in the Netherlands, can do so after having obtained the supervisory authority
authority of the Member State in which it has its seat has notified its intention.

2.

The bank is allowed to carry out the activities referred to in Annex I to the Directive
capital requirements, unless the Dutch Central Bank of the supervisory
authority of the Member State of the seat of the relevant bank has a communication mededeling
received expressly provided otherwise or that communication, the performance of that
activities are not mentioned.

Article 2:19
[Expired as of 01-01-2012]
§ 2.2.2.3. Licensing obligation and requirements for banks with their registered office in a non-Member State
Article 2:20
Any person having his seat in a State which is not a Member State is prohibited without a
Nederlandsche Bank granted a license to conduct the business of a bank from an in
Netherlands branch.
Article 2:21
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:20,
first paragraph, if the applicant demonstrates that he is authorized to
conducting its business and that the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the

Page 126

ethical business conduct;
d. Article 3:17, first and second paragraph, with regard to the organization of business operations;
e. Article 3:21 with regard to the minimum number of persons that the day-to-day policy of
determine the branch office and the place from which they carry out their activities;
f. Article 3:46 with regard to prudential supervision in the state of the registered office;
g. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
h. Article 3:57, first and second paragraph, with regard to solvency;
i. Article 3:63, first and second paragraph, with regard to liquidity; and
j. Section 3:75 with regard to separate accounting,
provided that for the purposes of subparagraphs a to d and i in the said
articles for «a bank in the Netherlands» should always be read: «the branch in
Netherlands of a bank with its registered office in a non-Member State».
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and under c or d, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:22
1.

On request, the Dutch Central Bank grants a license as referred to in Section 2:20
to a bank that, in addition to conducting the business of a bank, intends to
provide an investment service or perform an investment activity in the Netherlands, if the
the applicant demonstrates, without prejudice to Section 2:21, that the stipulations will be met
pursuant to:
a. Article 4:14, second paragraph, under c, under 1° to 6° with regard to the
organization of business operations;
b. Article 4:87 with regard to taking adequate measures to protect
the rights of clients; and
c. Article 4:91a with regard to the rules applicable to the trading process and the
settlement of transactions in a multilateral trading facility if the applicant
intends to operate a multilateral trading facility.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Article 2:23
[Expired as of 01-01-2012]
§ 2.2.2.4. Branch office and provision of services by financial institutions having their registered office in
another Member State
Article 2:24
1.

If the Dutch Central Bank makes a notification of the intention of a financial
institution with its registered office in another Member State to carry on its business from an in
branch located in the Netherlands or through the provision of services to the Netherlands
has received from a supervisory authority of another Member State, it shall share the

Page 127

concerned financial institution without delay of this receipt.
2.

The Dutch Central Bank may, within two months of receipt of the notification
relates to the intention to conduct the business from a location in the Netherlands
branch, inform the supervisory authority of the other Member State which
conditions must be observed by the financial institution for reasons of public interest
be taken in the conduct of its business or the provision of financial services in
The Netherlands. The Dutch Central Bank will send a copy of this to the financial institution.

Article 2:25
1.

A financial institution with its registered office in another Member State that has a
supervisory authority of that Member State has issued a certificate for the exercise of
her company that corresponds to the supervision order, referred to in Article
3:110 and which intends to conduct its business from a location in the Netherlands
branch, can do so two months after the date on which the Dutch
Bank has received the notification referred to in Section 2:24(1) or immediately after
receipt of the notification referred to in Section 2:24(2).

2.

The financial institution is permitted to carry out the activities referred to under 2 up to and including
12 and 15 in Annex I to the Capital Requirements Directive, except in the
the declaration, referred to in the first paragraph, is expressly provided otherwise or the
notification, referred to in Section 2:24(1), the performance of those activities is not
mentions.

Article 2:26
It is a financial institution with its registered office in another Member State that has a
authority of that Member State has issued a certificate for the conduct of its business which
corresponds to the statement of supervision order, as referred to in Section 3:110, and which
conducts business by providing services to the Netherlands, permitted by the
activities referred to under 2 to 12 and 15 in Annex I to the Capital Requirements Directive
unless in the declaration issued in that Member State, which corresponds to the declaration
of supervision, as referred to in Article 3:110, has expressly been determined otherwise or
the activities it intends to perform through the provision of services to
the Netherlands has not notified the supervisory authority of the
Member State in which it has its seat.
Section 2.2.2a. Conducting business of reinsurer
§ 2.2.2a.1. Licensing obligation and requirements for reinsurers with their registered office in the Netherlands
Article 2:26a
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license to conduct the business as a reinsurer.

2.

The reinsurer business is distinguished in its activities
life reinsurance, funeral in-kind reinsurance and non-life reinsurance.

3.

The first paragraph does not apply to life insurers, funeral expenses and benefits in kind insurers
or non-life insurers insofar as they conduct the business of reinsurer in the activity
life reinsurance, funeral in kind reinsurance, respectively onderscheiden
non-life reinsurance.

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Article 2:26b
1.

On request, the Dutch Central Bank will grant a license as referred to in Article
2:26a, first paragraph, if the applicant demonstrates that the provisions will be complied with
pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, first and second paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:19, first paragraph, with regard to the minimum number of members of the board of
commissioners;
h. Article 3:20, with regard to the legal form;
i. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
j. Section 3:57(1) to (3) with regard to solvency; and
k. Article 3:70(1) with regard to the financial year.

2.

If the application concerns a reinsurer with its registered office in the Netherlands in which a
qualifying holding is held, the Dutch Central Bank grants, without prejudice to
the first paragraph, a license if the holder of the qualifying holding has a
has applied for a declaration of no objection in accordance with Section 3:95(2), and
the Dutch Central Bank is of the opinion that the provisions pursuant to the
Articles 3:99 to 3:101 with regard to the declaration of no objection.

3.

The application is made stating the reinsurance activity, and under
statement of information to be determined by or pursuant to an order in council.

4.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and under c, d, f, g or k, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

§ 2.2.2a.2. Branches of and provision of services by reinsurers having their registered office in
another Member State
Article 2:26c
1.

2.

A reinsurer with its registered office in another Member State may proceed to exercise
his business from a branch office located in the Netherlands or by means of carrying out
services to the Netherlands if he has received a certificate from the supervisory authority of that Member State
licensed to do so.
Article 1:107, second paragraph, does not apply.

§ 2.2.2a.3. Branch office and provision of services by reinsurers having their registered office in a
state that is not a member state
Article 2:26d
1.

Any person having his seat in a State which is not a Member State is prohibited without a

Page 129

license granted by the Dutch Central Bank from a location in the Netherlands
branch to carry on the business of reinsurer.
2.

The reinsurer business is distinguished in its activities
life reinsurance, funeral in-kind reinsurance and non-life reinsurance.

3.

The first paragraph does not apply to reinsurers with their registered office in a
State to be appointed to supervise the conduct of the business of
reinsurer is exercised that offers sufficient guarantees with regard to
the interests that this law seeks to protect. The decision to designate can be made by Our
Minister to be withdrawn.

4.

The first paragraph does not apply to:
a. life insurers that have a license as referred to in Section 2:40 for the
conducting the business of a life insurer from a location in the Netherlands
branch, insofar as they carry on the business of reinsurer in the activity
life reinsurance;
b. funeral expenses and benefits in kind insurers that have their registered office in a designated state or that have a license
as referred to in Section 2:50 for the conduct of business in kind
funeral insurer, insofar as they carry on the business of reinsurer in the activity
in-kind funeral reinsurance; and
c. non-life insurers that have a license as referred to in Section 2:40 for the
exercise of a non-life insurer from a branch office located in the Netherlands, for
to the extent that they carry on the business of reinsurer in the activity of
non-life reinsurance.

5.

A decision designating a state, as referred to in the third paragraph, and the withdrawal
thereof, are published in the Government Gazette.

Article 2:26e
1.

On request, the Dutch Central Bank will grant a license as referred to in Article
2:26d, first paragraph, if the applicant demonstrates that with regard to the branch,
are complied with the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the insurance referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:16, first and second paragraph, with regard to the control structure;
e. Article 3:17, first and second paragraph, with regard to the organization of business operations;
f. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
g. Article 3:57, first to third paragraph, with regard to solvency; and
h. Article 3:70(1) with regard to the financial year,

and that the applicant complies with Section 3:24 with regard to legal personality,
the power to conduct the business of a reinsurer, and the exercise of that
jurisdiction, on the understanding that for the purposes of subparagraphs a to h in the
Articles referred to in those parts for "an insurer" must always be read:
«the branch office in the Netherlands of a reinsurer with its registered office in a non-designated location
state".
2.

The application shall be made stating by or pursuant to a general order of

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management information to be determined.
3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, e, or h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:26f
1.

Any person having his seat in a State which is not a Member State is prohibited by means of the
providing services to the Netherlands from an establishment in a state that is not a Member State
to carry on the business of a reinsurer, unless it informs the Dutch Central Bank of this
indicates and demonstrates that the provisions pursuant to:
a. Article 3:24 with regard to legal personality, the power to exercise
of the reinsurer's business and the exercise of that authority; and
b. Article 3:57, first to fourth paragraph, with regard to solvency, provided that
provided that for the application of this part in that article for «insurer with
registered office in the Netherlands” should be read: “a reinsurer with its registered office in a nondesignated state”.

In doing so, the reinsurer submits a certificate issued by the supervisory authority of the State in which it
registered office has issued a statement showing that he is competent in that State to
conducting the reinsurer business.
2.

The notification shall be made stating by or pursuant to a general order of
management information to be determined.

3.

The reinsurer may carry on its business by means of the
providing services to the Netherlands after the notification referred to in Section 2:47, and after
the statement referred to in the first paragraph has been issued.

4.

The reinsurer, referred to in the first paragraph, conducts its business by means of the
provision of services to the Netherlands exclusively in the activity of performing
which he has jurisdiction in the State where he has his registered office.

5.

The first paragraph does not apply to reinsurers that conduct their business from
an establishment in a location designated by Our Minister pursuant to Section 2:26d(3);
state.

Article 2:26g
1.

A reinsurer domiciled in a non-designated state may from a branch in
another Member State to carry on his business by means of conducting
of services to the Netherlands, if he is a member of the supervisory authority of that country
Member State has been authorized to conduct its business from that branch.

2.

A reinsurer having its registered office in a reinsurer under Section 2:26d(3), by Our
Minister-designated state may proceed from a branch in another Member State to
conducting his business by providing services to the Netherlands.

3.

Article 1:107, second paragraph, does not apply to reinsurers as referred to in the
first and second member.

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Section 2.2.3. Conducting the business of a life insurer and non-life insurer
§ 2.2.3.1. General
Article 2:26h
This section only applies to life insurers and non-life insurers that
those falling within the scope of the Solvency II Directive.
§ 2.2.3.1a. Licensing obligation and requirements for life insurers and non-life insurers with
seat in the Netherlands
Article 2:27
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted license to conduct the business of a life insurer
or damage insurer.

2.

Become the business of a life insurer and the business of a non-life insurer
distinguished in the branches listed in the Annex to this Act
branches.

3.

With regard to the prohibition on conducting the business of ., the first paragraph is
life insurer not applicable to financial undertakings that exclusively carry out the business
of funeral expenses and benefits in kind insurer with a license as referred to in Section 2:48,
first member.

4.

A granted permit as referred to in the first paragraph may be granted at the request of the
concerning life insurer or non-life insurer, if he meets the conditions
of Article 4(4) of the Solvency II Directive, be
converted into a license as referred to in Section 2:48(1).

5.

A permit as referred to in the first paragraph may be granted on application, despite
that Article 4(1) of the Solvency II Directive applies to the applicant.

Article 2:28
1.

To the person who has a license to carry on the business of
life insurer, is not licensed to conduct the business of bedrijf
non-life insurer.

2.

To the person who has a license to carry on the business of
has a non-life insurer, no license to conduct the business of
life insurer.

3.

To the person who has a license to conduct the business of a reinsurer in
the activity has life reinsurance or funeral-kind reinsurance, no
licensed to conduct the business of non-life insurer.

4.

To the person who has a license to conduct the business of a reinsurer in
the non-life reinsurance activity is not licensed for the exercise
of the business of a life insurer or funeral expenses-in-kind insurer.

Article 2:29

Page 132

1.

The life insurer that has a license to conduct the business of
life insurer in the sector Permanent health insurance is not eligible
for a license to carry on the business of a life insurer in another
industry.

2.

The life insurer that has a license to conduct the business of
life insurer in a sector other than the sector Permanent health insurance,
is not eligible for a license to carry on the business of
life insurer in the permanent health insurance sector.

Article 2:30
Without prejudice to Section 2:31, the Dutch Central Bank grants a life insurer with its registered office in
The Netherlands only has a license for the Capitalization Transactions sector or for the sector
Management of collective pension funds if the applicant has a license for the
General life insurance industry and ensures and demonstrates that it:
a. the activities in the aforementioned branch of Capitalization Operations or
in the sector manages collective pension funds to such an extent that they
be of minor importance to his entire business; and
b. in case of an application for the sector Management of collective pension funds
complies with other rules that may be imposed by or pursuant to an order in council
be made.
Article 2:31
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:27,
first paragraph, if the applicant demonstrates that the provisions pursuant to: a.
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, first and second paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:19, first paragraph, with regard to the minimum number of members of the board of
commissioners;
h. Article 3:20 with regard to the legal form;
i. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
j. Section 3:57(1) to (3) with regard to solvency; and
k. Article 3:70(1) with regard to the financial year.

2.

If the application concerns an insurer with its registered office in the Netherlands in which a
qualifying holding is held, the Dutch Central Bank grants, without prejudice to
the first paragraph, a license if the holder of the qualifying holding has a
has applied for a declaration of no objection in accordance with Section 3:95(2), and
the Dutch Central Bank is of the opinion that the provisions pursuant to the
Articles 3:99 to 3:101 with regard to the declaration of no objection.

3.

The application for the permit is made stating the sector or branches
for which the license is applied for and stating by or pursuant to general

Page 133

administrative order data to be determined.
4.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and under c, d, f, g or k, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:32
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:27,
first paragraph, for the conduct of the business of a non-life insurer in the sector
Motor vehicle liability if, without prejudice to Section 2:31, the applicant demonstrates that
the provisions of:
a. Section 4:70(1)(a) and (b) with regard to the provisions of the Act
motor vehicle liability insurance obligations arising from it; and
b. Article 4:70, second paragraph, with regard to the claims representative.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Article 2:33
1.

On request, the Dutch Central Bank grants a license for the exercise of
the business of a non-life insurer in the Legal Aid sector if the applicant,
without prejudice to Article 2:31, demonstrates that the provisions of Article 4:65 will be met
with regard to the prevention of conflicts of interest.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

§ 2.2.3.2. Branch office and provision of services by life insurers and
non-life insurers with their registered office in another Member State
Article 2:34
1.

If the Dutch Central Bank makes a notification of the intention of a
life insurer or non-life insurer with registered office in another Member State to exercise
of his company from a branch office located in the Netherlands or by means of
of services to the Netherlands has received from a supervisory authority of a
other Member State, it shall without delay inform the relevant life insurer or non-life insurer
this reception.

2.

The Dutch Central Bank may, within two months of receipt of the notification
relates to the intention to conduct the business from a branch, the
regulatory body of the other Member State of the conditions to
reasons of public interest by the life insurer or non-life insurer
must be taken when conducting his business in the Netherlands. The Dutch
The bank will send a copy of this to the life insurer or non-life insurer.

Article 2:35
A life insurer or non-life insurer with its registered office in another Member State that has a
regulatory body of that Member State, as referred to in Article 14 of the
Solvency II Directive for the conduct of his business and intends to expand his business

Page 134

practicing from a branch office located in the Netherlands, can do so two months after the
receipt of the notification referred to in Section 2:34, subsection 1, or immediately after receipt of
the notification referred to in Section 2:34, subsection 2.
Article 2:36

1.

It is any person having his registered office in another Member State who, under the law of the Member State of the
seat does not require an authorization issued by the regulatory body of that Member State
to carry on the business of a life insurer or non-life insurer and
has not obtained such authorization on a voluntary basis shall be prohibited without a
license granted for this purpose by the Dutch Central Bank from a
branch to carry on the business of life insurer respectively
non-life insurer.

2.

It is any person having his registered office in another Member State who, under the law of the Member State of the
seat does not require an authorization issued by the regulatory body of that Member State
to carry on the business of a life insurer or non-life insurer and
has not obtained such authorization on a voluntary basis, prohibit the business of
life insurer or non-life insurer respectively by means of the
providing services to the Netherlands unless he is aware of this to the Dutch Central Bank
given and demonstrates that the provisions pursuant to:
a. Article 3:24 with regard to legal personality, the power to exercise
of the business of life insurer or non-life insurer and the
exercise of that power; and
b. Article 3:57, first to third paragraph, with regard to solvency, provided that
provided that for the purpose of this part in that article for «an insurer»
having its registered office in the Netherlands” should be read: “an insurer having its registered office in a state”
which is not a Member State”.

If, pursuant to Section 3:57, subsection 2, rules by or pursuant to an order in council
have been made, the applicant also demonstrates that those rules will be complied with, to the extent that
determined by that order in council.
3.

The notification referred to in the second paragraph shall be made stating by or pursuant to
information to be determined by order in council.

4.

The insurer can proceed to carry on its business from the place of business in the Netherlands
branch office located two months after receipt of the notification referred to in Article
2:34, first paragraph.

5.

The insurer conducts its business by providing services to
the Netherlands exclusively in the branches to exercise which he in the state where he is
seat has jurisdiction.

Article 2:37
1.

On request, the Dutch Central Bank will grant a license as referred to in Section 2:36,
first paragraph, if the applicant demonstrates that the provisions pursuant to: a.
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;

Page 135

d. Article 3:17, first and second paragraph, with regard to the organization of business operations;
e. Article 3:47, first to third and fifth to eighth paragraphs inclusive, with regard to the
representative of an insurer;
f. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
g. Article 3:57, first to third paragraph, with regard to solvency; and
h. Article 3:70(1) with regard to the financial year,
and that the applicant will comply with Section 3:24 with regard to the
legal personality, the power to conduct the business of
life insurer and non-life insurer respectively and the exercise of those
authority, on the understanding that for the purposes of subparagraphs a to
d, f and g in the articles referred to in those parts for «insurer with registered office in
the Netherlands" is always read "the branch office in the Netherlands of a
insurer having its registered office in another Member State».
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d, e or h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:38
1.

A life insurer or non-life insurer with its registered office in another Member State that
authorization granted by the regulatory body of that Member State as referred to in
Article 14 of the Solvency II Directive for the conduct of his business and
intends for the first time through the provision of services to
the Netherlands to conduct its business from an establishment in another Member State,
after receipt of the notification referred to in Section 2:34, subsection 1.

2.

The insurer conducts its business by providing services to
the Netherlands exclusively in the branches for which he exercises in the Member State in which he
has its seat.

3.

In the case of coinsurance within the Union, the first and second paragraphs are only of
applies to non-life insurers that act as the first non-life insurer.

Article 2:39
1.

A life insurer or non-life insurer with its registered office in another Member State that
authorization granted by the regulatory body of that Member State as referred to in
Article 14 of the Solvency II Directive for the conduct of its business, and which
intends for the first time from a non-Member State,
branch office to provide services to the Netherlands, before providing
services, notify the Dutch Central Bank thereof, stating at or
data to be determined pursuant to an order in council.

2.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, he shall immediately inform the insurer of the receipt thereof
has given notice. The insurer may proceed to carry on its business
by providing services to the Netherlands after receipt of the notification.

3.

In the case of coinsurance within the Union, the first and second paragraphs are only of

Page 136

applies to non-life insurers that act as the first non-life insurer.
§ 2.2.3.3. Branch office and provision of services by life insurers or
non-life insurers having their registered office in a non-Member State
Article 2:40
1.

Any person having his seat in a State which is not a Member State is prohibited without a
license granted by the Dutch Central Bank to conduct the business of
life insurer or non-life insurer from a branch in the Netherlands.

2.

Become the business of a life insurer and the business of a non-life insurer
distinguished in the branches listed in the Annex to this Act
branches.

3.

A granted permit as referred to in the first paragraph may be granted at the request of the
concerning life insurer or non-life insurer, if he meets the conditions
of Article 4, fourth paragraph, under a and b, of the Solvency II Directive, by the
Nederlandsche Bank be converted into a license as referred to in Section 2:48, first
paragraph, unless Article 4, fourth paragraph, last sentence, of the Directive applies.

4.

A permit as referred to in the first paragraph may be granted on application,
notwithstanding that Article 4(1) of the Solvency II Directive applies to the insurer of
applies.

Article 2:41
1.

On request, the Dutch Central Bank grants a license as referred to in Section 2:40
if the applicant demonstrates that the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:17, first and second paragraph, with regard to the organization of business operations;
e. Article 3:47, first to third and fifth to eighth paragraphs inclusive, with regard to the
representative of an insurer;
f. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
g. Article 3:57, first to third paragraph, with regard to solvency; and
h. Article 3:70(1) with regard to the financial year,
and that the applicant will comply with Section 3:24 with regard to the
legal personality, the power to conduct the business of
life insurer and non-life insurer respectively and the exercise of those
authority, on the understanding that for the purposes of subparagraphs a to
d, f and g in the articles referred to in those parts for «insurer with registered office in
the Netherlands" is always read "the branch office in the Netherlands of a
insurer having its registered office in a non-Member State».

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d, e or h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph

Page 137

articles intended to achieve are otherwise achieved.
Article 2:42
1.

On request, the Dutch Central Bank grants a license as referred to in Section 2:40
to the applicant who wishes to exercise the Motor Vehicle Liability sector if the
the applicant demonstrates, without prejudice to Section 2:41, that the stipulations will be met
pursuant to:
a. Section 4:70(1)(a) and (b) with regard to the provisions of the Act
motor vehicle liability insurance obligations arising from it; and
b. Article 4:70, second paragraph, with regard to the claims representative.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Article 2:43
1.

On request, the Dutch Central Bank grants a license as referred to in Section 2:40
to the applicant who wishes to practice the Legal Aid sector if the applicant,
without prejudice to Section 2:41, demonstrates that the provisions pursuant to
Article 4:65 regarding the prevention of conflicts of interest.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Article 2:44
1.

A person who, in a non-Member State, carries out both the business of a non-life insurer and
conducts the business of a life insurer is only eligible for a licence
for the conduct of the business of a non-life insurer.

2.

The first paragraph does not apply to insurers who, since 15 March 1979, have
Branches located in the Netherlands exclusively conduct the business of life insurer.

Article 2:45
1.

Any person having his seat in a State which is not a Member State is prohibited by means of the
providing services to the Netherlands from an establishment in a state that is not a Member State
to carry on the business of a life insurer or non-life insurer, unless he
Nederlandsche Bank gives notice of this and demonstrates that it will comply with the
determined pursuant to:
a. Article 3:24 with regard to legal personality, the power to exercise
of the business of life insurer or non-life insurer and the
exercise of that power; and
b. Article 3:57, first to third paragraph, with regard to solvency, provided that
provided that for the purpose of this part in that article for «an insurer»
having its registered office in the Netherlands” should be read: “an insurer having its registered office in a state”
which is not a Member State”.

2.

3.

The notification shall be made stating by or pursuant to a general order of
management information to be determined.
The life insurer or non-life insurer may proceed to exercise its

Page 138

company through the provision of services to the Netherlands after the notification,
referred to in Section 2:47.
4.

The life insurer or non-life insurer referred to in the first paragraph carries on its business
through the provision of services to the Netherlands exclusively in the branches up to
the exercise of which he is competent in the state where he has his registered office.

Article 2:45a
1.

If the person referred to in Article 2:45, first paragraph, is the sector Liability
wants to operate motor vehicles, he also demonstrates that the stipulations will be complied with
pursuant to:
a. Section 4:70(1)(a) and (b) with regard to those from the Act
motor vehicle liability insurance obligations arising from it;
b. Article 4:70, second paragraph, with regard to the claims representative; and
c. Article 4:71(1)(e) with regard to the claims handler.

2.

Article 2:45, paragraphs 2 to 4, shall apply mutatis mutandis.

Article 2:46
1.

Any person having his seat in a State which is not a Member State is prohibited by means of the
providing services to the Netherlands from a branch in another Member State the company
of life insurer or non-life insurer, unless he gives notice thereof
to the Dutch Central Bank.

2.

The notification shall be made stating by or pursuant to a general order of
management information to be determined.

3.

The life insurer or non-life insurer may proceed to exercise its
company through the provision of services from the branch to the Netherlands after
receipt of the notification referred to in Section 2:47.

4.

In the case of coinsurance within the Union, the first and second paragraphs are only of
applies to non-life insurers that act as the first non-life insurer.

Article 2:47
If the Dutch Central Bank issues a notification as referred to in 2:26f(1), 2:45(1),
2:46, first paragraph, or 2:54f, first paragraph, it shall immediately share the receipt thereof
also to the strict liability entity, reinsurer, life insurer or
non-life insurer that has made the notification.
Section 2.2.4. Conducting the business of an insurer with limited risk scope
§ 2.2.4.1. Licensing obligation and requirements for insurers with limited risk size with
seat in the Netherlands
Article 2:48
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license to conduct the business of a life insurer,
funeral expenses and benefits in kind insurer or non-life insurer with a limited scope of risk.

2.

The license states the restrictions that apply to an insurer with limited met
risk size.

3.

The prohibition in the first paragraph with regard to the exercise of the
business of funeral expenses and benefits in kind does not apply to financial companies with ondernemingen
registered office in the Netherlands who, for the conduct of the business of a life insurer, has a
Nederlandsche Bank has been granted a license pursuant to this part.

4.

Become the business of a life insurer and the business of a non-life insurer
distinguished in the branches listed in the Annex to this Act
branches.

Page 139

Article 2:49
1.

On request, the Dutch Central Bank grants a license as referred to in Section 2:48
if the applicant demonstrates that the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16(3) with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:19, first paragraph, with regard to the minimum number of members of the board of
commissioners;
h. Article 3:20 with regard to the legal form;
i. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
j. Section 3:57(1) to (3) with regard to solvency; and
k. Article 3:70(1) with regard to the financial year.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and under c, d, f, g or k, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:49a
Articles 2:28, first and second paragraph, 2:29, 2:30 and 2:33 apply mutatis mutandis.
§ 2.2.4.1a. Exemption
Article 2:49b
Exemption from Section 2:48(1) may be granted by ministerial regulation. To this
rules may be attached to exemptions.
§ 2.2.4.2. Licensing obligation and requirements for insurers with limited risk size with
seat outside the Netherlands

Page 140

Article 2:50
1.

It is prohibited for anyone with their registered office outside the Netherlands without a
Nederlandsche Bank granted a license for the business of a life insurer, in-kind
funeral insurer or non-life insurer with limited scope of risk from te
a branch office located in the Netherlands.

2.

The first paragraph does not apply to life insurers, funeral expenses and benefits in kind insurers
or non-life insurers with a limited scope of risk having their registered office in a
state where supervision of the conduct of the business of a life insurer,
funeral insurer or non-life insurer is exercised that to a sufficient extent
guarantees with regard to the interests that this law aims to protect. Bee
further rules may be laid down with regard to the
designating states. The decision to designate may be revoked by Our Minister.

3.

The prohibition in the first paragraph with regard to the exercise of the
business of funeral expenses and benefits in kind does not apply to life insurers that have a
have a license as referred to in Article 2:36, 2:40 or the first paragraph for the sector
Life insurance in general.

4.

Become the business of a life insurer and the business of a non-life insurer
distinguished in the branches listed in the Annex to this Act
branches.

Article 2:51
1.

On request, the Dutch Central Bank grants a license as referred to in Section 2:50
if the applicant demonstrates that the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:17, first and second paragraph, with regard to the organization of business operations;
e. Article 3:47, first to third and fifth to eighth paragraphs inclusive, with regard to the
representative of an insurer;
f. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
g. Article 3:57, first to third paragraph, with regard to solvency; and
h. Article 3:70(1) with regard to the financial year,
and that the applicant will comply with Section 3:24 with regard to the
legal personality, the power to conduct the business of
life insurer, funeral expenses and benefits in kind insurer or non-life insurer and the exercise
of that authority, on the understanding that for the purposes of subparagraphs a to
and with d, f and g in the articles referred to in those parts the requirements set therein
relate to the branch office in the Netherlands of an insurer with
limited risk size with registered office outside the Netherlands.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and parts c to h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph

Page 141

articles intended to achieve are otherwise achieved.
Article 2:51a
Articles 2:28, first and second paragraph, 2:29, 2:30 and 2:33 apply mutatis mutandis
to insurers with a limited scope of risk with their registered office outside the Netherlands.
Article 2:52
1.

It is prohibited for anyone with registered office outside the Netherlands to conduct the business of a life insurer,
funeral expenses and benefits in kind insurer or non-life insurer with a limited scope of risk through
of the provision of services to the Netherlands, unless he
Bank has given notice of this intention.

2.

The first paragraph does not apply to insurers with a limited scope of risk with
registered office in a state to be designated by Our Minister pursuant to Section 2:50.

3.

The first paragraph does not apply to life insurers with their registered office in another
Member State that has a license issued by the regulatory body of that Member State
to carry on the business of a life insurer.

4.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall immediately notify the financial undertaking which
made the notification.

Article 2:53
1.

The notification, as referred to in Section 2:52(1), shall be made stating at or
data to be determined pursuant to an order in council.

2.

The life insurer, funeral expenses and benefits in kind insurer or non-life insurer with limited
level of risk, referred to in Section 2:52(1), may proceed to provide services
after he has received the notification referred to in Section 2:52(4) from the Dutch Central Bank
received.

Article 2:54
1.

A life insurer, funeral expenses and benefits in kind insurer or non-life insurer with limited
risk size, referred to in Article 2:50, second paragraph, or 2:52, second paragraph, which intends to
is from a branch office located in the Netherlands or through the provision of services
to the Netherlands the business of a life insurer, funeral expenses and benefits in kind insurer or
to exercise a non-life insurer with a limited scope of risk, indicates to the Dutch
Bank notice of that intention. The life insurer, funeral expenses and benefits in kind insurer or
non-life insurer with limited risk scope thereby submits a
authority of that designated State certifying that he is in that State
is authorized to conduct the business of life insurer,
funeral insurer or non-life insurer with limited scope of risk.

2.

The life insurer, funeral expenses and benefits in kind insurer or non-life insurer with limited
risk size can proceed to carry out the intended business by means of
the provision of services to the Netherlands after the notification has been made and the declaration
has been issued unless the Dutch Central Bank announces that the intention is in conflict with
this law.

3.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph

Page 142

received, it shall immediately notify the life insurer, in-kind
funeral insurer or non-life insurer with a limited scope of risk that
did.
4.

Within two months of receipt of the notification, the Dutch Central Bank may
inform the supervisory authority of the designated State of the conditions to
reasons of public interest by the life insurer, funeral expenses and benefits in kind insurer or
non-life insurer with limited scope of risk must be taken into account when
conducting its business from the branch office located in the Netherlands. The Dutch
The Bank will send a copy of this to the life insurer, funeral expenses and benefits in kind insurer or
non-life insurer with limited scope of risk.

§ 2.2.4.2a. Exemption
Article 2:54.0a
Exemption from Section 2:50 may be granted by ministerial regulation. To this exemption
regulations can be attached.
Section 2.2.4a. Conducting Entity's Business for Risk Undertaking
§ 2.2.4a.1. Licensing obligation and requirements for risk acceptance entities with registered office in
The Netherlands
Article 2:54a
1.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license to carry out the activities of an entity for risk
to make acceptance.

2.

In a license as referred to in the first paragraph, the type of reinsurance activity
state for which the license is issued.

Article 2:54b
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:54a, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to Article 211, second paragraph, of the Solvency II Directive, to the extent necessary
supplemented by the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:16, first and second paragraph, with regard to the control structure;
e. Article 3:17, first and second paragraph, with regard to the organization of business operations;
f. Article 3:19, first paragraph, with regard to the minimum number of members of the board of
commissioners; and
g. Article 3:70(1) with regard to the financial year.

2.

If the application concerns an entity for risk acceptance with its registered office in the Netherlands
in which a qualifying holding is held, the Dutch Central Bank grants,
without prejudice to the first paragraph, a license if the holder of the qualified
participation has a declaration of no objection in accordance with Article 3:95, second paragraph,

Page 143

applied for, and the Dutch Central Bank is of the opinion that the
pursuant to Article 3:99 and Article 211, second paragraph, opening words and part d, of the Directive
solvency II with regard to the declaration of no objection. When assessing whether
the provisions pursuant to Article 211, second paragraph, preamble and part d, of the
Solvency II Directive, the Dutch Central Bank applies Article mutatis mutandis
3:100, first paragraph, opening words and part a, opening words and part c, and opening words and part e,
as well as to Article 3:100, second paragraph.
3.

The application is made stating the reinsurance activity, and under
statement of information to be determined by or pursuant to an order in council.

§ 2.2.4a.2. Branches of and provision of services by entities for risk
acceptance with registered office in another Member State
Article 2:54c
1.

2.

An entity for risk acceptance with its registered office in another Member State may
performing its activities from a branch office located in the Netherlands or by
through the provision of services to the Netherlands if they have a
regulatory body of that Member State has been authorized to do so.
Article 1:107, second paragraph, does not apply.

§ 2.2.4a.3. Branches of and provision of services by entities for risk
acceptance with registered office in a non-Member State
Article 2:54d
1.

Any person having his seat in a State which is not a Member State is prohibited without a
license granted by the Dutch Central Bank from a location in the Netherlands
branch to perform the business of an entity for underwriting.

2.

The first paragraph does not apply to risk acceptance entities having their registered office in a
State to be designated by Our Minister that is not a Member State that supervises the performance of
an entity's activities for underwriting of risk that are sufficiently
degree of safeguards with regard to the interests that this law aims to protect. Bee
further rules may be laid down with regard to the
designating states. The decision to designate may be revoked by Our Minister.

3.

A decision designating a state, as referred to in the second paragraph, and the withdrawal
thereof, are published in the Government Gazette.

Article 2:54e
1.

On request, the Dutch Central Bank will grant a license as referred to in Article
2:54d, first paragraph, if the applicant demonstrates that with regard to the branch,
are complied with the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the insurance referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:16, first and second paragraph, with regard to the control structure;
e. Article 3:17, first and second paragraph, with regard to the organization of business operations;

Page 144

f. Article 3:53, first to fourth paragraph, with regard to the minimum equity capital;
g. Article 3:57, first to third paragraph, with regard to solvency; and
h. Article 3:70(1) with regard to the financial year,
and that the applicant complies with Section 3:24 with regard to legal personality,
the authority to conduct the business of an entity for underwriting, and
the exercise of that power, on the understanding that for the purposes of the
parts a up to and including h the articles referred to in those parts for «insurer with registered office
in the Netherlands» should always be read: «the branch office located in the Netherlands of a
entity for risk underwriting that has its registered office in a non-designated state».
2.

The application shall be made stating by or pursuant to a general order of
management information to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and under c, e, g or h, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:54f
1.

Anyone having their registered office in a non-designated state is prohibited by means of the
providing services to the Netherlands to take out the entity's business for risk acceptance
exercise, unless he notifies the Dutch Central Bank of this and demonstrates that it will be
complied with the provisions pursuant to:
a. Article 3:24 with regard to legal personality, the power to exercise
of the entity's business for risk acceptance and the exercise of that authority;
and
b. Article 3:57, first to third paragraph, with regard to solvency, provided that
provided that for the purpose of this part in that article for «an insurer»
with registered office in the Netherlands» should be read: «an entity for risk acceptance with
registered office in a non-designated state”.

In doing so, the underwriting entity submits a document established by the supervisory authority of that nondeclaration issued by the designated state proving that he is competent in that state to
exercising an entity's business for underwriting.
2.

The notification shall be made stating by or pursuant to a general order of
management information to be determined.

3.

The underwriting entity may proceed to conduct its business by
through the provision of services to the Netherlands after the notification referred to in Article
2:47, and after the statement referred to in the first paragraph has been issued.

4.

The entity for risk acceptance, referred to in the first paragraph, conducts its business through
of the provision of services to the Netherlands exclusively in the activity of performing
of which it has jurisdiction in the State where it has its registered office.

Section 2.2.4b. Conducting the business of a premium pension institution
§ 2.2.4b.1. Licensing obligation and requirements for premium pension institutions
Article 2:54g

Page 145

1.

It is prohibited without a license granted for that purpose by the Dutch Central Bank
to carry on the business of a premium pension institution.

2.

The prohibition referred to in the first paragraph does not apply to pension funds and
pension institutions from another Member State.

Article 2:54h
1.

On request, the Dutch Central Bank will grant a license as referred to in Article
2:54g, first paragraph, if the applicant has its registered office in the Netherlands and demonstrates that it will be
complied with the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:18, with regard to subcontracting to a third party;
h. Article 3:19a, with regard to the legal form;
i. Article 3:35a with regard to capital funding and independence;
j. Section 3:53(1) and (3) with regard to the minimum equity capital;
k. Article 3:57, first and second paragraph, with regard to solvency;
l. Article 4:71b(1) with regard to the custody of the pension assets by
a pension custodian
m. Article 4:71b, second paragraph, with regard to the legal form and the purpose of the articles of association
of the pension custodians;
n. Article 4:71b(3) with regard to the taking of measures by the
premium pension institution to protect the rights of pension participants;
o. Article 4:71c with regard to the between the premium pension institution and the contributing
company and the communication between the premium pension institution and the pension custodian
conclude agreements.

2.

If the applicant has its registered office in the Netherlands and also intends to act as an advisor,
insurance broker, authorized agent or sub-authorized agent in
the Netherlands, the Dutch Central Bank grants the license if the applicant,
without prejudice to the first paragraph, demonstrates that the provisions pursuant to:
a. Article 4:9, paragraphs 2 and 3, with regard to the professional competence of the persons referred to in Article
4:9, second paragraph, persons referred to;
b. Article 4:15, second paragraph, part b, preamble and under 1° and 2°, with regard to the
organization of business operations; and
c. if it concerns insurance brokerage, Article 4:75, paragraphs 1 to 3,
with regard to having a professional liability insurance or a
comparable facility.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

4.

On request, De Nederlandsche Bank may, whether or not for a definite period of time, fully or
grant partial exemption from the first paragraph, under c, d, f, g, i, j, k, l, m or n, if
the applicant demonstrates that this cannot reasonably be complied with and that the

Page 146

purposes which the articles referred to in paragraph 1 are intended to achieve are otherwise
reached.
Division 2.2.4c. Conducting the business of an exchange institution
§ 2.2.4c.1. Licensing obligation and requirements for exchange institutions with their registered office in the Netherlands
Article 2:54i
1.

2.

It is prohibited for anyone with their registered office in the Netherlands without a
Nederlandsche Bank granted a license in the Netherlands to conduct the business of
exchange setting.
The first paragraph does not apply to financial undertakings that, for the purpose of exercising

of the business of a bank or payment service provider issued by the European Central Bank or the
have a license granted by the Dutch Central Bank.
3.

The Dutch Central Bank may grant an exemption from the first paragraph on request if the
applicant demonstrates that the interests covered by this part and the Part Prudential supervision financial
undertakings intended to protect are otherwise adequately protected.

Article 2:54j
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:54i, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the persons who determine the policy
or co-determine;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct; and
d. Article 3:17, first and second paragraph, with regard to the organization of business operations.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and parts b or c, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

§ 2.2.4c.2. Exemption
Article 2:54k
1.

Exemption from Section 2:54i(1) may be granted by ministerial regulation. On
conditions may be attached to this exemption.

2.

A ministerial regulation may grant a full or partial exemption from:
Article 2:54j, first paragraph.

§ 2.2.4c.3. Branches of exchange institutions with registered office outside the Netherlands

Page 147

Article 2:54l
1.

It is prohibited for anyone with their registered office outside the Netherlands without a
Nederlandsche Bank issued a license from a branch office located in the Netherlands
to carry on the business of an exchange institution.

2.

The first paragraph does not apply to exchange institutions with their registered office in a
State to be designated by the Minister to supervise the conduct of the business of an exchange institution
is exercised that provides adequate safeguards with regard to the interests that
this law aims to protect. Further rules may be imposed by order in council
be made with regard to the designation of states. The decision to designate may
be withdrawn by Our Minister.

3.

The decision to designate a state as referred to in the second paragraph or the withdrawal
of this will be published in the Government Gazette.

4.

The first paragraph does not apply to financial undertakings having their registered office in a
another Member State which, for the purpose of conducting the business of a payment service provider or bank, has a
by the supervisory authority of that Member State or the European Central Bank
granted a license, unless the license states otherwise.

Article 2:54m
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:54l, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 3:9 with regard to the reliability of the persons who determine the policy
or co-determine;
b. Article 3:10, first and second paragraph, with regard to the policy with regard to
ethical business conduct; and
c. Article 3:17, first and second paragraph, with regard to the organization of business operations,

on the understanding that for the application of the referred to in subparagraphs a to c
articles for «exchange institution with registered office in the Netherlands» should always be read: the
branch in the Netherlands of an exchange institution with its registered office in a non-designated state.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, preamble and parts b or c, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes set out in the first paragraph
articles intended to achieve are otherwise achieved.

Article 2:54n
1.

An exchange institution as referred to in Section 2:54l, subsection 2, which intends to
to conduct the business of an exchange institution in the Netherlands, indicates to the
Dutch Central Bank is aware of that intention. The switch setting places a value determined by the
regulatory body of that designated State issued statement as to which
that it is authorized to conduct the business of an exchange institution in that State.

2.

The exchange institution may proceed to carry out the intended business by
through a branch in the Netherlands after the notification has been made and the declaration has been

Page 148

handed in.
3.

If the Dutch Central Bank has issued a notification as referred to in the first paragraph
received, it shall immediately notify the exchange institution concerned of this receipt.

4.

Within two months of receipt of the notification, the Dutch Central Bank may
inform the supervisory authority of the designated State of the conditions to
reasons of public interest must be taken into account by the exchange institution when
conducting its business from the branch office located in the Netherlands. The Dutch
The bank will send a copy of this to the exchange institution.

Division 2.2.4d. Conducting the business of credit unionuni
§ 2.2.4d.1. Licensing obligation and requirements for credit unions with their registered office in the Netherlands
Article 2:54o
It is prohibited for anyone with their registered office in the Netherlands without a certificate issued by the Dutch
Bank granted license to carry on business of credit union.
Article 2:54p
1.

On request, the Dutch Central Bank grants a license as referred to in
Article 2:54o, if the applicant demonstrates that the provisions will be complied with
pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, first and second paragraph, with regard to the control structure;
f. Article 3:17, first and second paragraph, with regard to the organization of business operations;
g. Article 3:38c with regard to the maximum amount of repayable assets attracted
and a maximum number of members.
h. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
i. Article 3:57, first and second paragraph, with regard to solvency; and
j. Section 3:63(1) and (2) with regard to liquidity.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

On request, the Dutch Central Bank may grant a full or partial exemption from
the first paragraph, opening words and under c, d, f, g, h, i, or j, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes set out in paragraph 1
said articles are intended to be achieved otherwise.

§ 2.2.4d.2. Exemption
Article 2:54q
Full or partial exemption from Article 2:54o can be arranged by ministerial regulation.

Page 149

Conditions may be attached to this full or partial exemption.
Section 2.2.5. Offering investment objects
§ 2.2.5.1. Permit obligation and requirements
Article 2:55
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
granted a license to offer investment objects.

2.

The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant dispensation from the first paragraph and from what is stated in the Financial Supervision Part:
companies has been determined with regard to the offering of investment objects, if
the applicant demonstrates that the interests covered by this part and the Financial Supervision Part
undertakings intended to protect are otherwise adequately protected.

3.

The first paragraph does not apply to the offering of investment objects, for
insofar as it concerns agreements entered into before January 1, 2007 with regard to
investment objects that at that time were not an investment object as referred to in Article 1,
part d, of the Financial Services Act or pursuant to part m, under 8°, of
that article were designated as a financial product.

Article 2:56
Section 2:55(1) does not apply to financial undertakings that:
a. for the conduct of the business of an insurer, a contract issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
license is allowed to offer investment objects;
b. a financial statement issued by the Dutch Central Bank pursuant to the Prudential Supervision Part
companies have a certificate of supervision, insofar as it
they are allowed to offer investment objects pursuant to that statement; or
c. to conduct the business of a bank authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank.
Article 2:57
Section 2:55(1) does not apply to financial undertakings having their registered office in a
other Member State which:
a. conduct their business as a bank from a branch office located in the Netherlands or through
of the provision of services to the Netherlands, insofar as it is to them pursuant to Section
2.2.2 is allowed to offer investment objects;
b. conduct their business as a financial institution from a branch office located in the Netherlands
or by providing services to the Netherlands, insofar as it is up to them
pursuant to section 2.2.2 is permitted to offer investment objects; or
c. conduct their business as an underwriting entity or insurer from an in
branch located in the Netherlands or through the provision of services to
the Netherlands, insofar as it is up to them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A
allowed to offer investment objects.
Article 2:58
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request

Page 150

Article 2:55, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 4:9, first, second and fourth paragraph, with regard to the suitability and
professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, paragraphs 2 and 3, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure; and
e. Article 4:15, first and second paragraph, with regard to the organization of business operations.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements referred to in the first paragraph, opening words and part a, with regard to
the second and fourth paragraphs of Article 4:9, c, with regard to the third paragraph of Article 4:11, or
e, with regard to the second paragraph of Article 4:15, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes set out in paragraph 1
the articles intended to achieve are otherwise achieved.

§ 2.2.5.2. Exemption
Article 2:59
1.

Exemption from Section 2:55, subsection 1, with
on the understanding that in any case the providers of investment objects are exempted
insofar as those investment objects are offered for a nominal amount per year
investment object of at least € 100,000.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:58, first paragraph.

3.

If the requirement is attached to an exemption as referred to in the first paragraph
that with an offer, and in advertisements and documents in which an offer is made in the
prospect is stated, it is stated that the exempt activity does not require a permit
pursuant to this Act, this statement shall be made by the Netherlands Authority for the Financial
Markets to be determined manner.

Section 2.2.6. Offering credit
§ 2.2.6.1. Permit obligation and requirements
Article 2:60
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
granted a license to offer credit.

2.

The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant an exemption from the first paragraph if the applicant demonstrates that the interests that this
part and the Part on the Supervision of Conduct of Financial Enterprises aim to protect
otherwise adequately protected.

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Article 2:61
1.

Section 2:60(1) does not apply to financial undertakings that:
a. for the conduct of the business of an insurer, a contract issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
license is allowed to offer credit;
b. a financial statement issued by the Dutch Central Bank pursuant to the Prudential Supervision Part
companies have a certificate of supervision, insofar as it
they are permitted to offer credit pursuant to that declaration; or
c. to conduct the business of a bank authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank.

2.

Article 2:60, first paragraph, does not apply to municipal credit banks at least
in respect of which Article 4:37(1) has been complied with.

Article 2:62
Section 2:60(1) does not apply to financial undertakings having their registered office in a
other Member State which:
a. conduct their business as a bank from a branch office located in the Netherlands or through
of the provision of services to the Netherlands, insofar as it is to them pursuant to Section
2.2.2 is allowed to offer credit;
b. conduct their business as a financial institution from a branch office located in the Netherlands
or by providing services to the Netherlands, insofar as it is up to them
is permitted to offer credit pursuant to section 2.2.2; or
c. conduct their business as an underwriting entity or insurer from an in
branch located in the Netherlands or through the provision of services to
the Netherlands, insofar as it is up to them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A
allowed to offer credit.
Article 2:63
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:60, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 4:9, first, second and fourth paragraph, with regard to the suitability and
professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, paragraphs 2 and 3, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure; and
e. Article 4:15, first and second paragraph, with regard to the organization of business operations.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements referred to in the first paragraph, opening words and part a, with regard to
the second and fourth paragraphs of Article 4:9, c, with regard to the third paragraph of Article 4:11, or
e, with regard to the second paragraph of Article 4:15, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes set out in paragraph 1

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the articles intended to achieve are otherwise achieved.
§ 2.2.6.2. Exemption
Article 2:64
1.

Exemption from Section 2:60(1) may be provided for by ministerial regulation.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:63, first paragraph.

Section 2.2.7. Managing and offering units in
investment funds and UCITS
§ 2.2.7.1. Licensing obligation and requirements for offering units in and
managing investment institutions
Article 2:65
It is prohibited to manage a Dutch investment institution or to manage units in
to offer an investment institution in the Netherlands or as a Dutch manager of a
investment institution to manage an investment institution or units in a
investment institution to offer:
a. without the manager of the investment institution having issued a certificate issued by the Netherlands Authority for the Financial
Markets has been granted a license to manage investment institutions; or
b. if it concerns an investment company that does not have a separate manager, without
that the investment company granted a certificate by the Netherlands Authority for the Financial Markets
has a permit.
Article 2:66
1.

Section 2:65 does not apply to the offering of units in a
investment institution or the management of a Dutch investment institution by a
manager of an investment institution with its registered office in a
state, if Article 2:73 is complied with. In a state to be designated by Our Minister,
supervised investment fund managers that to a sufficient extent
guarantees with regard to the interests that this law aims to protect. Bee
further rules may be laid down with regard to the
designating states. The decision to designate may be revoked by Our Minister.

2.

A decision designating a state as referred to in paragraph 1 and the withdrawal
are published in the Government Gazette.

3.

Article 2:65 does not apply to foreign investment fund managers
having its registered office in another Member State if subject to Article 2:70, first and, if applicable,
second paragraph, has been fulfilled.

4.

Article 2:65 does not apply to foreign investment fund managers
having their registered office in a non-Member State if these administrators are another Member State
reference Member State and to Article 2:70a(1) and, if applicable, Article
2:70a, third paragraph, has been met.

5.

Section 2:65 does not apply to a foreign manager of a
investment institution which manager has its registered office in another Member State, if Article

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2:70a, second paragraph, and if applicable, Article 2:70a, third paragraph, have been complied with.
Article 2:66a
1.

Article 2:65 does not apply to a Dutch manager of a
investment institution:
a. who directly or through an enterprise to which he is associated by a
joint business operations, a joint exercise of control or a
qualifying holding, manages portfolios of investment institutions of which the
total assets under management:
1°.
does not exceed €100,000,000; or
2°.
does not exceed €500,000,000 if the investment institutions do not use
making leverage and no right to repurchase or refund rights
participation in the various investment institutions can be exercised
for a period of five years from the date on which the rights in the
various investment institutions have been acquired for the first time; and
b. if units in the investment institution managed by it:
1°.
be offered to less than one hundred and fifty persons;
2°.
to the extent that those rights can only be acquired against a
equivalent of at least € 100,000 per participant; or
3°.
insofar as those rights have a nominal value per right of at least
€100 000.

2.

The first paragraph, opening words and part b, do not apply if rights of
holdings are only offered to professional investors.

3.

The Dutch manager of an investment institution to whom the first or second paragraph
applies to:
a. reports that to the Netherlands Authority for the Financial Markets, while providing
data necessary to protect himself and the investment institutions managed by him
identification as well as data on the investment strategies of the
investment institutions; and
b. periodically provides information to the Dutch Central Bank with regard to the
principal financial instruments in which he trades and principal exposures
and the main concentrations of the investment funds it manages.

4.

The Dutch manager of an investment institution that no longer complies with the
determined pursuant to the first paragraph, under a, the Netherlands Authority for the Financial Markets shall
without delay and request a permit as referred to in Section 2:65 within 30 days
On. Article 2:65 does not apply to the manager who has complied with the first
sentence until the day on which the decision on the license application is made.

5.

The third and fourth paragraphs do not apply to the Dutch manager of a
investment institution that complies with the first paragraph, under a, and that voluntarily
has obtained a license as referred to in Section 2:65.

6.

In the event of an offer of units in a management company as referred to in
the first paragraph managed investment institution and in advertisements and documents in which
such an offer is made, if an offer is not
is made to professional investors only, please state that the manager does not
is subject to licensing under this Act and that he is not supervised on
pursuant to the Prudential Supervision of Financial Undertakings Part and the
Conduct supervision of financial enterprises. The Netherlands Authority for the Financial Markets sets the method

Page 154

on which the entry is made. The first sentence does not apply to the
manager who has obtained a license as referred to in Section 2:65 on a voluntary basis.
7.

Further rules may be laid down by or pursuant to an order in council
with regard to the first to sixth paragraphs.

Article 2:67
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:65, opening words and part a, if the applicant demonstrates that with regard to the
manager of an investment institution will comply with the provisions pursuant to:
a. Section 4:9, subsection 1, with regard to the suitability of the referred to in that section
persons;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:13 with regard to the control structure;
d. Article 4:14 with regard to the controlled and sound conduct of the business;
e. Article 4:25 with regard to the manner in which the manager and custodian
perform work:
f. Article 4:37c, first paragraph, with regard to the legal form of the manager;
g. Article 4:37c, third paragraph, with regard to the minimum number of persons who
policy of the administrator;
h. Section 4:37e regarding potential conflicts of interest;
i. Article 4:62m, first paragraph, with regard to the custodian;
j. Section 4:62m, subsection 2, with regard to the custody of assets;
k. Article 4:62n, with regard to the appointment of the custodian;
l. Article 3:17(3) with regard to soundness;
m. Section 3:53(1) and (3) with regard to the minimum equity capital; and
n. Article 3:57, first and second paragraph, with regard to solvency.

2.

Where a qualifying holding is held in a manager of a
investment institution grants the Netherlands Authority for the Financial Markets a license, without prejudice to
the first paragraph, if the holder of the qualifying holding in the manager is
Authority for the Financial Markets has been found to be reliable.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined. By or pursuant to the referred to in the previous sentence
Order in Council distinguishes between data that
are necessary for making a complete application and data that are available at a later date
time can be provided.

4.

A manager of an investment institution that, pursuant to the third paragraph, stores data
provided at a later date may not be earlier than one month after he has submitted this information to the
Netherlands Authority for the Financial Markets has provided to start managing
investment institutions in the Netherlands.

5.

In addition to , the manager of an investment institution with its registered office in the Netherlands
the first paragraph that Article 4:37c, second paragraph, will be complied with with regard to the
administrator's headquarters.

6.

Without prejudice to the first paragraph, the Netherlands Authority for the Financial Markets grants to a
foreign manager of an investment institution is only licensed if:
a. the state where the administrator has its registered office is not on the list of non-cooperatives

Page 155

countries and territories of the Financial Action Task Force or its successor;
b. the manager will have a legal representative in the Netherlands; and
c. the Netherlands Authority for the Financial Markets, the supervisory authority of the state where the
administrator has its registered office and, if applicable, the supervisory authority of the
home Member State of the investment institution a cooperation agreement samenwerking
have concluded that at least ensures an efficient exchange of information and that the
The Netherlands Authority for the Financial Markets enables its supervisory tasks under op
to implement this law.
7.

Further rules may be laid down by or pursuant to an order in council
with regard to cooperation agreements as referred to in the sixth paragraph.

Article 2:67a
1.

A manager of an investment institution with a license as referred to in Article
2:65 does not carry out any activities other than the management of investment institutions other than the
management of UCITS for which it has been granted a license as referred to in Section 2:69b.
An investment company that has not performed a separate manager does not perform any other
business activities other than the management of the investment institution.

2.

Notwithstanding the first paragraph, the Netherlands Authority for the Financial Markets may
manager of an investment institution with a license as referred to in Section 2:65,
preamble and part a, permit to perform the following activities or provide services:
grant:
a. managing individual assets;
b. advising on financial instruments in the exercise of a profession or business;
c. safekeeping and administration of units in collective investment schemes and
UCITS; and
d. receiving and passing on orders from . in the exercise of a profession or business;
clients with regard to financial instruments.

3.

4.

Further rules may be laid down by or pursuant to an order in council
with regard to the data that a manager of an investment institution that
activities as referred to in the second paragraph, to the Netherlands Authority for the Financial Markets
provided.
A manager of an investment institution is not allowed to:
a. to perform only the activities or provide services as referred to in the second paragraph;
b. in addition to the activities referred to in the first paragraph, only the activities referred to in the
second paragraph, under b, c or d.

Article 2:67b
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:65 to a foreign manager of an investment institution with its registered office in a
non-Member State which intends to envisage units in a
managed investment institution in the Netherlands or an investment institution with
registered office in the Netherlands, if:
a. the applicant demonstrates that Article 2:67 will be complied with;
b. the manager will have a legal representative in the Netherlands:
1°.
who, together with the manager, ensures compliance with the requirements laid down by or pursuant to the law
requirements imposed on the manager; and

Page 156

2°.

through whom the exchange of data between the Netherlands Authority for the Financial Markets or
the European Securities and Markets Authority and the manager and between the
participants in the investment institutions managed by the manager and the
administrator expires.
c. The Netherlands has been designated by the administrator as a reference Member State within the meaning of Article
2:69a, whereby this choice for the Netherlands as reference Member State is made by the administrator
explained by the announcement of the strategy for offering rights of
participation;
d. between the Netherlands Authority for the Financial Markets, the supervisory authority of the state where
the administrator has its registered office and, if applicable, the supervisory authority of
the home Member State of the investment institution is a cooperation agreement
Closed. Further rules may be laid down by or pursuant to an order in council
made with regard to these cooperation agreements;
e. the state where the manager has its registered office is not on the list of non-cooperative
countries and territories of the Financial Action Task Force or its successor;
f. the state where the administrator has its registered office has an agreement with the Netherlands
closed guaranteeing exchange of information in accordance with the standards of Article 26
of the OECD Model Tax Convention; and
g. the law regarding administrators or the powers of the
supervisory authority of the State where the administrator has its registered office no
constitutes or may constitute an obstacle to the adequate supervision of the
manager by the Netherlands Authority for the Financial Markets.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined. By or pursuant to the referred to in the previous sentence
Order in Council distinguishes between data that
are necessary for making a complete application and data that are available at a later date
time can be provided.

3.

A manager of an investment institution that, pursuant to the second paragraph, provides data
provided at a later date may not be earlier than one month after he has submitted this information to the
Netherlands Authority for the Financial Markets has provided to start managing
investment institutions in the Netherlands.

4.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
grant the provisions pursuant to Section 2:67, if the manager demonstrates in writing
Which:
a. compliance with this is not possible in view of compliance with the law of the seat of the
manager or the investment institution;
b. the law referred to in subparagraph a, provides for an equivalent rule, assessed on
based on the technical data developed by the European Securities and Markets Authority
standards, with the same objective and the same level of protection for the
participants in an investment institution; and
c. the manager or the investment institution complies or will comply with the rule referred to in part b
comply.

5.

The application for an exemption must be made with a statement by or pursuant to general
administrative order data to be determined.

6.

If the Netherlands Authority for the Financial Markets intends to grant an exemption as referred to in
paragraph 4, it shall notify its intention to the European Authority without delay
securities and markets, with a request to advise thereon, at the same time
provision of the information they provide when applying for the applicant's waiver

Page 157

has received.
7.

If, following a negative opinion from the European Authority, the Netherlands Authority for the Financial Markets
for securities and markets on the application of the fourth paragraph intends to grant an exemption
it shall notify the European Securities and Markets Authority, stating reasons.

8.

If the manager intends to participate in units managed by him
investment institutions in other Member States, reports the Netherlands Authority for the Financial
Markets also indicate the intention as referred to in the seventh paragraph, stating reasons
the supervisory authorities of the Member States where the administrator intends rights
of participation.

9.

Further rules may be laid down by or pursuant to an order in council
concerning:
a. the manner in which the manager complies with the rules laid down by or pursuant to the law with regard to
to the provision of information to the Netherlands Authority for the Financial Markets, investors and
participants comply;
b. the conditions with which the right referred to in the fourth paragraph, under b, must comply
to be considered equivalent; and
c. the procedure that is followed with the license application if a manager
invokes the fourth paragraph.

Article 2:68
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:65, opening words and part b, if the applicant demonstrates that with regard to the
investment company will be complied with the provisions pursuant to:
a. Section 4:9, subsection 1, with regard to the suitability of the referred to in that section
persons;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:13 with regard to the control structure;
d. Article 4:14 with regard to the controlled and sound conduct of the business;
e. Article 4:25 with regard to the manner in which the manager and custodian
perform work:
f. Article 4:37c, first paragraph, with regard to the legal form of the manager;
g. Article 4:37c, third paragraph, with regard to the minimum number of persons who
policy determines;
h. Section 4:37e regarding potential conflicts of interest;
i. Article 4:62m, first paragraph, with regard to the custodian;
j. Section 4:62m, subsection 2, with regard to the custody of assets;
k. Article 4:62n, with regard to the appointment of the custodian;
l. Article 3:17(3) with regard to soundness;
m. Section 3:53(1) and (3) with regard to the minimum equity capital; and
n. Article 3:57, first and second paragraph, with regard to solvency.

2.

In case a qualifying holding is held in an investment company
the Netherlands Authority for the Financial Markets grants a license, without prejudice to the first paragraph, if:
the holder of the qualifying holding in the investment company by the
Authority for the Financial Markets has been found to be reliable.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined. By or pursuant to the referred to in the previous sentence

Page 158

Order in Council distinguishes between data that
are necessary for making a complete application and data that are available at a later date
time can be provided.
4.

An investment company that, pursuant to the second paragraph, transfers data to a later
time shall not be earlier than one month after he has submitted this information to the Authority
Financial Markets has provided to with its activities in the Netherlands.

5.

In addition to the first paragraph, the investment company with its registered office in the Netherlands:
that Article 4:37c, second paragraph, will be complied with with regard to the head office
from the administrator.

6.

In addition to the first paragraph, the Netherlands Authority for the Financial Markets grants to a
investment company with its registered office in a non-designated state only licensed
in the event that:
a. the state where the investment company has its registered office is not on the list of noncooperative countries and territories of the Financial Action Task Force or its successor;
b. the investment company will have a legal representative in the Netherlands; and
c. the Netherlands Authority for the Financial Markets and the supervisory authority of the state where the
investment company has its registered office have a cooperation agreement
concluded that ensures at least an efficient exchange of information and that the Authority
enables Financial Markets to carry out its supervisory duties under this Act

enables Financial Markets to carry out its supervisory duties under this Act
to feed.
7.

Further rules may be laid down by or pursuant to an order in council
with regard to cooperation agreements as referred to in the sixth paragraph.

Article 2:69
[Expired as of 01-01-2015]
Article 2:69a
[Expired as of 01-01-2015]
§ 2.2.7.1.a. Licensing obligation and requirements for offering units in
UCITS
Article 2:69b
1.

It is prohibited in the Netherlands to offer a right of participation in a UCITS:
a. without the manager of the UCITS granting a by the Netherlands Authority for the Financial Markets
is licensed to manage UCITS; or
b. if it is a company for collective investment in securities that does not have a separate
manager of a UCITS, without the company having a
Financial Markets license granted.

2.

Without prejudice to the first paragraph, preamble and under a, it is prohibited in the Netherlands to
right to participate in a company for collective investment in securities
offer without the manager on behalf of that company a by the Authority
Financial Markets has been granted a license for this purpose.

3.

The first and second paragraphs do not apply to the offering of rights of

Page 159

participation in a UCITS with its registered office in another Member State if Article 93 of . is complied with
the directive on undertakings for collective investment in securities and the manager or UCITS with
registered office in another Member State a communication from the supervisory authority of the
the relevant Member State as referred to in Article 93(3) of the Directive
undertakings for collective investment in securities.
Article 2:69c
1.

A manager of a UCITS with a license as referred to in Section 2:69b
other than the management of UCITS, no activities other than the management of
investment institutions for which it has been granted a license as referred to in Section 2:65
granted. A company for collective investment in securities that does not have a separate manager
does not engage in any business activity other than the management of the UCITS.

2.

Notwithstanding the first paragraph, the Netherlands Authority for the Financial Markets may appoint a manager of een
allow a UCITS with a license as referred to in Section 2:69b, opening words and under a
to perform the following activities or provide services:
a. managing individual assets;
b. advising on financial instruments in the exercise of a profession or business; and
c. safekeeping and administration of units in collective investment schemes and
UCITS.

3.

A UCITS manager is not allowed to:
a. to perform only the activities or provide services referred to in the second paragraph; or
b. in addition to the activities referred to in the first paragraph, only to perform the activities, or
to provide services as referred to in the second paragraph, under b or c.

Article 2:69d
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Section 2:69b(1), opening words and under a, if the applicant demonstrates that with
with regard to the manager of the UCITS, the provisions pursuant to:
a. Section 4:9, subsection 1, with regard to the suitability of the referred to in that section
persons;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, first and third paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure;
e. Section 4:14, subsections 1 and 2, with regard to the organization of business operations;
f. Article 4:39 with regard to the minimum number of persons that the day-to-day policy
and Article 4:40 with regard to the place from which they carry out their activities
perform;
g. Article 4:42 with regard to the legal form of the manager of the UCITS;
h. Article 4:62m, second paragraph with regard to the relationship between the manager and the custodians
conclude agreements;
i. Article 4:44, first paragraph, with regard to the retention of legal title to the
assets of a fund for collective investment in securities by an entity that is solely
for the benefit of the relevant fund;
j. Section 4:48 with regard to the registration document referred to in that Section;
k. 4:62m, first paragraph with regard to the custody of the assets by custodians;
l. Article 4:62n, with regard to the appointment of the custodian;

Page 160

m. 4:62o, fourth paragraph, with regard to the seat of the custodians;
n. Article 4:59, first paragraph, with regard to the registered office of the manager;
o. Article 4:59, second paragraph, with regard to the activities of the manager;
p. Article 3:53, first and third paragraph, with regard to the minimum equity capital;
q. Article 3:57, first and second paragraph, with regard to solvency; and
r. Article 3:63, first and second paragraph, with regard to liquidity.
2.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Section 2:69b(1), opening words and part b, if the applicant demonstrates that by
with regard to the company for collective investment in securities will be complied with
the provision pursuant to:
a. Section 4:9, subsection 1, with regard to the suitability of the referred to in that section
persons;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, first and third paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure;
e. Section 4:14, subsections 1 and 2, with regard to the organization of business operations;
f. Article 4:39 with regard to the minimum number of persons that the day-to-day policy
and Article 4:40 with regard to the place from which they carry out their activities
perform;
g. Article 4:42 with regard to the legal form of the manager of the UCITS;
h. Article 4:62m, second paragraph with regard to the inter-company for collective
investment in securities and the custodian agreement to be concluded;
i. Article 4:48 with regard to the registration document referred to in that Article;
j. Section 4:62m(1) with regard to the custody of the assets by a
custodian;
k. Article 4:62n, with regard to the appointment of the custodian;
l. Article 4:62o, fourth paragraph with regard to the registered office of the custodian;
m. Article 4:60, first paragraph, with regard to the statutory object of the company for
collective investment in securities;
n. Article 4:60, second paragraph, with regard to the use without restrictions in the Netherlands
offering the units and the repurchase or repayment thereof on
request from a participant;
o. Article 4:60, third paragraph, with regard to the activities of the company for
collective investment in securities;
p. Article 3:53, first and third paragraph, with regard to the minimum equity capital; and
q. Article 3:63, first and second paragraph, with regard to liquidity.

3.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:69b, second paragraph, if the applicant demonstrates that with regard to the company
for collective investment in securities, the provisions pursuant to:
a. Article 4:13 with regard to the control structure;
b. Article 4:40 with regard to the place from which the persons conducting the day-to-day policy
of the investment company determine their activities;
c. Article 4:42 with regard to the legal form of the manager of the UCITS;
d. Article 4:62m(1) with regard to the custody of the assets by the custodian;
e. Article 4:62n, with regard to the appointment of the custodian;
f. Article 4:62o, fourth paragraph with regard to the registered office of the custodian;
g. Article 4:60, first paragraph, with regard to the statutory object of the company for
collective investment in securities;
h. Article 4:60, second paragraph, with regard to the use without restrictions in the Netherlands

Page 161

offering the units and the repurchase or repayment thereof on
request from a participant; and
i. Article 4:60, third paragraph, with regard to the activities of the company for
collective investment in securities.
4.

The application for the license referred to in the first, second and third paragraphs shall be made
stating information to be determined by or pursuant to an order in council.

5.

In the event that a qualifying holding as referred to in Section 3:95 is held in the
manager of a UCITS grants the Netherlands Authority for the Financial Markets, without prejudice to the first,
paragraphs 2 and 3, a license if the holder of the qualifying holding in
the manager complies with Article 3:95, second paragraph, and the Dutch Central Bank is of the opinion
that the provisions pursuant to Articles 3:99 to 3:101 inclusive have been met with regard to
until the declaration of no objection.

§ 2.2.7.2. Branch and provision of services
Article 2:70
1.

A foreign manager of an investment institution can proceed to
managing a Dutch investment institution for the first time, by means of the
providing services or by means of a branch, or offering in the Netherlands
units of professional investors, in a company managed by him
investment institution with its registered office in another Member State immediately after receipt of the
notification from the supervisory authority of the Member State of its origin that it
information provided pursuant to Articles 32 and 33 of the richtlijn Managers Directive
alternative investment institutions to the Netherlands Authority for the Financial Markets.

2.

A foreign manager of an investment institution can proceed to:
a. managing a Dutch investment institution of which units
have been or will be offered to retail investors in the Netherlands; or
b. offering rights of participation in the Netherlands to non-professional
investors, in an investment institution managed by it with its registered office in a Member State;

immediately after receipt of the communication from the supervisory authority of the Member State
of its origin that it provides the information pursuant to Articles 32 and 33 of the
directive managers of alternative investment institutions, to the Netherlands Authority for the Financial Markets
has sent.
3.

The manager of an investment institution reports its intention to carry out an activity as
referred to in the second paragraph to the Netherlands Authority for the Financial Markets.

Article 2:70a
[This section has not yet entered into force]
Article 2:71
1.

A manager of a UCITS with its registered office in another Member State may proceed to
managing a UCITS with its registered office in . for the first time from a branch located in the Netherlands
Netherlands or offering units in a UCITS managed by it with
registered office in another Member State:
a. immediately after receipt of the notification to that effect from the Netherlands Authority for the Financial

Page 162

markets; or
b. two months after receipt of the notification from the regulatory body of
the other Member State of forwarding the notification of the intention to the
Authority for the Financial Markets.
2.

The first paragraph does not apply to UCITS managers who have complied with
Article 2:101, first paragraph.

Article 2:72
1.

Without prejudice to Articles 2:69b, first paragraph, preamble and under a, or second paragraph, 2:69c,
first paragraph, parts g and k to q and third paragraph, with regard to the application of
a license for a UCITS goes to a manager of a UCITS with its registered office in another
Member State that intends to manage a UCITS with its registered office in the Netherlands, for that purpose only
after the Netherlands Authority for the Financial Markets has approved the intention.

2.

The request for consent is made stating:
a. the agreement with the custodian regarding management and custody, referred to in Article 22,
second paragraph of the Directive on undertakings for collective investment in securities; and
b. agreements made with regard to the outsourcing of the activities, referred to
in Annex II of the Undertakings for Collective Investment in Securities Directive.

3.

If the manager referred to in the first paragraph already has a similar type of UCITS with its registered office in
the Netherlands, a reference to the information already provided will suffice.

4.

The Netherlands Authority for the Financial Markets, after receiving the information referred to in the
second paragraph, with an intention as referred to in the first paragraph, unless:
a. the manager is not licensed to manage the UCITS concerned; or
b. the manager or the UCITS will not be able to comply with the requirements under the Part
Conduct supervision of financial undertakings certain.

Article 2:73
1.

A manager of an investment institution or investment institution with its registered office in a
designated state as referred to in Section 2:66(1), which intends to operate in the Netherlands
offering units, the Netherlands Authority for the Financial Markets will notify you thereof
and thereby submit a supervision order issued by the
regulatory body of that designated State.

2.

The manager of an investment institution or investment institution may, eight weeks after the
notification referred to in paragraph 1 commence with the offering of rights of
participation in the Netherlands, unless the Netherlands Authority for the Financial Markets
eight weeks has announced that the intention or intended manner of dealing
is not in accordance with applicable Dutch legal provisions.

§ 2.2.7.3. Exemption
Article 2:74
1.
2.

Exemption from Section 2:65 can be arranged by ministerial regulation.
If the requirement is attached to an exemption as referred to in the first paragraph
that with an offer, and in advertisements and documents in which an offer is made in the

Page 163

prospect is stated, it is stated that the exempt activity does not require a permit
pursuant to this Act, this statement shall be made by the Netherlands Authority for the Financial
Markets to be determined manner.
Section 2.2.8. Advising on financial products other than financial instruments
§ 2.2.8.1. Permit obligation and requirements
Article 2:75
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
to advise on financial products other than financial
instruments.

2.

The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant dispensation from the first paragraph and from what is stated in the Financial Supervision Part:
companies has been determined with regard to advising on other financial products
other than financial instruments, if the applicant demonstrates that the interests that this part and the
Part Conducting supervision financial undertakings aiming to protect otherwise
be adequately protected.

Article 2:76
1.

Section 2:75(1) does not apply to financial undertakings that:
a. for the conduct of the business of an insurer, a contract issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
permit is allowed to advise;
b. for conducting the business of a financial institution a license issued by the Dutch
Bank on the basis of the Part Prudential Supervision of Financial Undertakings
have a certificate of supervision, insofar as it is up to them pursuant to that
statement is allowed to advise;
c. to conduct the business of a bank authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank;
d. for conducting the business of an electronic money institution a
Nederlandsche Bank has been granted a license pursuant to this part, insofar as it
they are permitted to advise under that license;
e. for conducting the business of a premium pension institution, a
Nederlandsche Bank has been granted a license pursuant to this part, insofar as it
they are permitted to advise under that license; or
f. for the conduct of the business of a payment institution a certificate issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
permit is allowed to advise.

2.

Section 2:75(1) does not apply to financial undertakings that have a
license granted by the Netherlands Authority for the Financial Markets for the granting of other
financial services other than advice as referred to in this section, as far as it is concerned
advise on a financial product for which that license extends.

3.

Article 2:75, first paragraph, does not apply to municipal credit banks
in respect of which Article 4:37, first paragraph has been complied with, insofar as it concerns advising
about loans offered by the municipal credit bank itself.

4.

Section 2:75(1) does not apply to intermediaries as referred to in Section 2:81,
paragraphs 2 and 3, insofar as it concerns advising on financial products for which

Page 164

they act as related mediators.
5.

Article 2:75, first paragraph, does not apply to intermediaries who have an exemption as
referred to in Section 2:80, subsection 2, in so far as it concerns advising on a
financial product to which that exemption extends.

Article 2:77
1.

Section 2:75(1) does not apply to financial undertakings having their registered office in
another Member State which:
a. conduct their business as a bank from a branch office located in the Netherlands or through
of the provision of services to the Netherlands, insofar as it is to them pursuant to Section
2.2.2 is allowed to advise;
b. conduct their business as a financial institution from a branch office located in the Netherlands
or by providing services to the Netherlands, insofar as it is up to them
is permitted to advise pursuant to section 2.2.2;
c. conduct their business as an underwriting entity or insurer from an in
branch located in the Netherlands or through the provision of services to
the Netherlands, insofar as it is up to them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A
allowed to advise;
d. conduct their business as an electronic money institution from a location in the Netherlands
branch or by providing services to the Netherlands, insofar as it
they are permitted to advise pursuant to section 2.2.2;
e. conduct their business as a payment service provider from a location in the Netherlands
branch or by providing services to the Netherlands, insofar as it
to them pursuant to section 2.2.2. is allowed to advise.

2.

Article 2:75, first paragraph, does not apply to insurance intermediaries or
reinsurance intermediaries registered in another Member State within the meaning of Article
3 of the Insurance Distribution Directive, insofar as Article 2:84 is complied with.

Article 2:78
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:75, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 4:9, first, second and fourth paragraph, with regard to the suitability and
professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, paragraphs 2 and 3, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure; and
e. Article 4:15, first and second paragraph, with regard to the organization of business operations.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements referred to in the first paragraph, opening words and part a, with regard to
the second and fourth paragraphs of Article 4:9, c, with regard to the third paragraph of Article 4:11, or
e, with regard to the second paragraph of Article 4:15, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes set out in paragraph 1

Page 165

the articles intended to achieve are otherwise achieved.
§ 2.2.8.2. Exemption
Article 2:79
1.

Exemption from Section 2:75(1) may be provided for by ministerial regulation.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:78, first paragraph.

3.

If the requirement is attached to an exemption as referred to in the first paragraph
that advertising and other non-mandatory pre-contractual information state that
the exempt activity is not subject to a permit pursuant to this Act, this entry
done in a manner to be determined by the Netherlands Authority for the Financial Markets.

Section 2.2.9. mediate
§ 2.2.9.1. Permit obligation and requirements
Article 2:80
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
license granted.

2.

The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant dispensation from the first paragraph and from what is stated in the Financial Supervision Part:
companies has been determined with regard to mediation, if the applicant demonstrates that
the interests that this part and the Part on the Supervision of the Conduct of Financial Undertakings are intended to protect
are otherwise adequately protected.

3.

The Netherlands Authority for the Financial Markets may grant an exemption from the first paragraph on request
On:
a. a person who has a relationship with a deceased mediator until the time of his death;
has had a sustainable joint household; or
b. a child of a deceased mediator who does not belong to the household,

if the business of the deceased mediator continues and the interests that this part and deel
the Part of the Supervision of Conduct of Financial Undertakings to protect otherwise
be adequately protected.
4.

5.
6.

The exemption referred to in the third paragraph may be granted with retroactive effect
until the date of death. The exemption is granted for a maximum of one year and can be
be extended for a maximum of two periods of one year.
The second paragraph does not apply to insurance brokerage.
The second and third paragraphs do not apply to mortgage brokerage
credit.

Article 2:81
1.

Section 2:80(1) does not apply to financial undertakings that:

Page 166

a. for the conduct of the business of an insurer, a contract issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
license is allowed to mediate;
b. for conducting the business of a financial institution a license issued by the Dutch
Bank on the basis of the Part Prudential Supervision of Financial Undertakings
have a certificate of supervision, insofar as it is up to them pursuant to that
statement is allowed to mediate;
c. to conduct the business of a bank authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank; or
d. for conducting the business of a premium pension institution, a
Nederlandsche Bank has been granted a license pursuant to this part, insofar as it
they are permitted to mediate under that license.
2.

Article 2:80(1) does not apply to mediation by mediators who
mediate for a provider, or, if it is not about mutually competing financial
products, several providers and who, in the case of insurance brokerage,
mediate in the name and for the account of the provider or providers without premiums
or to collect amounts intended for the client, if the providers for whom the intermediaries
mediate:
a. be fully responsible for the mediators, in the sense that they take care of them
that the mediators comply with the provisions laid down by or pursuant to this Act; and
b. the involved intermediaries have registered as affiliated intermediary with the
Authority for the Financial Markets.

3.

The second paragraph applies mutatis mutandis to insurance brokers who
mediate for an insurance broker with a license as referred to in Article
2:80, first paragraph, or, if it does not concern mutually competing insurance policies, several
insurance brokers with a license as referred to in Section 2:80(1).

Article 2:82
1.

Section 2:80(1) does not apply to financial undertakings having their registered office in
another Member State which:
a. conduct their business as a bank from a branch office located in the Netherlands or through
of the provision of services to the Netherlands, insofar as it is to them pursuant to Section
2.2.2 is allowed to mediate;
b. conduct their business as a financial institution from a branch office located in the Netherlands
or by providing services to the Netherlands, insofar as it is up to them
is permitted to mediate pursuant to section 2.2.2; or
c. conduct their business as an underwriting entity or insurer from an in
branch located in the Netherlands or through the provision of services to
the Netherlands, insofar as it is up to them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A
allowed to mediate.

2.

Article 2:80, first paragraph, does not apply to insurance brokers who are in
registered in another Member State within the meaning of Article 3 of the Directive
insurance distribution, insofar as Article 2:84 is complied with.

3.

Section 2:80(1) does not apply to mortgage credit intermediaries who
in accordance with Article 29, first paragraph, of the Mortgage Credit Directive are authorized in their
home Member State to carry on their business.

Page 167

Article 2:83
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:80, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 4:9, first, second and fourth paragraph, with regard to the suitability and
professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, paragraphs 2 and 3, with regard to the integrity policy
business operations;
d. Article 4:13 with regard to the control structure;
e. Article 4:15, first and second paragraph, with regard to the organization of business operations;
f. if it concerns intermediation in mortgage credit, Article 4:74b, with regard to a
professional liability insurance or a comparable provision; and
g. if it concerns insurance brokerage, Article 4:75, paragraphs 1 to 3,
with regard to having a professional liability insurance or a
comparable facility.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements referred to in the first paragraph, opening words and part a, with regard to
the second and fourth paragraphs of Article 4:9, c, with regard to the third paragraph of Article 4:11, e,
with regard to the second paragraph of Article 4:15 or g, with regard to the second paragraph of
Article 4:75, if the applicant demonstrates that this cannot reasonably be complied with
and that the purposes which the articles referred to in paragraph 1 are intended to achieve
be achieved otherwise.

4.

The third paragraph does not apply to brokerage in mortgage credit.

§ 2.2.9.2. Branch and provision of services
Article 2:84
1.

An insurance intermediary with its registered office in another Member State may
providing services from a branch office located in the Netherlands within one month after the
notification, referred to in Article 6, second paragraph, first subparagraph, of the Directive
insurance distribution, by the supervisory authority of the other Member State or as soon as the
insurance broker has received the information about the
conditions for reasons of public interest, referred to in Article 6, second paragraph, second
paragraph of the Insurance Distribution Directive.

2.

An insurance intermediary with its registered office in another Member State may
providing services by providing services to the Netherlands
immediately after the notification referred to in Article 4, second paragraph, of the Directive
insurance distribution, by the supervisory authority of the other Member State.

3.

If the Netherlands Authority for the Financial Markets has received a notification from a
supervisory authority of another Member State with regard to mediation in
mortgage credit from a branch located in the Netherlands or by means of the
provide services to the Netherlands, before the intermediary in mortgage credit
starts providing services in the Netherlands, but in any case within two

Page 168

months after receipt of the notification, the mortgage broker
disclose which conditions it observes for reasons of public interest
must be taken when providing its financial services in the Netherlands.
§ 2.2.9.3. Exemption
Article 2:85
1.

Exemption from Section 2:80(1) may be provided for by ministerial regulation.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:83, first paragraph.

3.

If the requirement is attached to an exemption as referred to in the first paragraph
that advertising and other non-mandatory pre-contractual information state that
the exempt activity is not subject to a permit pursuant to this Act, this entry
done in a manner to be determined by the Netherlands Authority for the Financial Markets.

Section 2.2.10. Reinsurance brokers
§ 2.2.10.1. Permit obligation and requirements
Article 2:86
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
licensed reinsurance brokerage.

2.

The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant an exemption from the first paragraph if the applicant demonstrates that the interests that this
part and the Part on the Supervision of Conduct of Financial Enterprises aim to protect
otherwise adequately protected.

Article 2:87
Section 2:86(1) does not apply to financial undertakings that:
a. for the conduct of the business of an insurer, a contract issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
license is allowed to broker reinsurance;
b. for conducting the business of a financial institution a license issued by the Dutch
Bank on the basis of the Part Prudential Supervision of Financial Undertakings
have a certificate of supervision, insofar as it is up to them pursuant to that
statement is allowed to mediate reinsurance; or
c. to conduct the business of a bank authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank.
Article 2:88
Section 2:86(1) does not apply to reinsurance intermediaries operating in another
Member State within the meaning of Article 3 of the Insurance Distribution Directive, in so far as
Article 2:90 has been complied with.
Article 2:89
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request

Page 169

Article 2:86, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 4:9, first, second and fourth paragraph, with regard to the suitability and
professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, paragraphs 2 and 3, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13 with regard to the control structure;
e. Article 4:15, first and second paragraph, with regard to the organization of business operations;
and
f. Article 4:76, first to third paragraphs, with regard to having a
professional liability insurance or a comparable provision.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements referred to in the first paragraph, opening words and part a, with regard to
the second and fourth paragraphs of Article 4:9, c, with regard to the third paragraph of Article 4:11, e,
with regard to paragraph 2 of Article 4:15, or f, with regard to paragraph 2 of
Article 4:76 if the applicant demonstrates that this cannot reasonably be complied with
and that the purposes which the articles referred to in paragraph 1 are intended to achieve
be achieved otherwise.

§ 2.2.10.2. Branch and provision of services
Article 2:90
Section 2:84 shall apply mutatis mutandis to reinsurance intermediaries having their registered office in a
another Member State that intends to operate from a branch located in the Netherlands or through
of the provision of services to the Netherlands to reinsurance brokers.
§ 2.2.10.3. Exemption
Article 2:91
1.

Exemption from Section 2:86(1) may be provided for by ministerial regulation.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:89, first paragraph.

Section 2.2.11. Acting as an authorized agent or sub-authorized agent
§ 2.2.11.1. Permit obligation and requirements
Article 2:92
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
authorized to act as an authorized agent or sub-authorized agent.

2.

The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant an exemption from the first paragraph if the applicant demonstrates that the interests that this
part and the Part on the Supervision of Conduct of Financial Enterprises aim to protect

Page 170

otherwise adequately protected.
Article 2:93
Section 2:92(1) does not apply to financial undertakings that:
a. for the conduct of the business of an insurer, a contract issued by the Dutch Central Bank
licensed under this Part, to the extent that it is granted to them under that
license is allowed to act as an authorized agent or sub-authorized person
agent;
b. for conducting the business of a financial institution a license issued by the Dutch
Bank on the basis of the Part Prudential Supervision of Financial Undertakings
have a certificate of supervision, insofar as it is up to them pursuant to that
statement is authorized to act as an authorized agent or sub-authorized
agent;
c. to conduct the business of a bank authorized by the European Central Bank or the
have a license granted by the Dutch Central Bank; or
d. for conducting the business of a premium pension institution, a
Nederlandsche Bank has been granted a license pursuant to this part, insofar as it
they are permitted under that license to act as an authorized agent or
sub-authorized agent.
Article 2:93a
Article 2:92, first paragraph, does not apply to insurance intermediaries operating in another
Member State within the meaning of Article 3 of the Insurance Distribution Directive, insofar as
Article 2:94a has been complied with.
Article 2:94
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request

Article 2:92, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Article 4:9, first, second and fourth paragraph, with regard to the suitability and
professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
c. Article 4:11, paragraphs 2 and 3, with regard to the policy with regard to the
ethical business conduct;
d. Article 4:13, first and second paragraph, with regard to the control structure; and
e. Article 4:15, first and second paragraph, with regard to the organization of business operations.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements referred to in the first paragraph, opening words and part a, with regard to
the second and fourth paragraphs of Article 4:9, c, with regard to the third paragraph of Article 4:11, or
e, with regard to the second paragraph of Article 4:15, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes set out in paragraph 1
the articles intended to achieve are otherwise achieved.

§ 2.2.11.1a. Branch and provision of services

Page 171

Article 2:94a
1.

An insurance intermediary as referred to in Article 2(1) of the Directive
insurance distribution having its registered office in another Member State may act as
authorized agent from a branch office located in the Netherlands within one month of the
notification, referred to in Article 6, second paragraph, first subparagraph, of the Directive
insurance distribution, by the supervisory authority of the other Member State or as soon as the
insurance intermediary has received the information about the
conditions for reasons of public interest, referred to in Article 6, second paragraph, second
paragraph of the Insurance Distribution Directive.

2.

An insurance intermediary as referred to in Article 2(1) of the Directive
insurance distribution having its registered office in another Member State may act as
authorized agent through the provision of services to the Netherlands
immediately after the notification referred to in Article 4, second paragraph, of the Directive
insurance distribution, by the supervisory authority of the other Member State.

§ 2.2.11.2. Exemption
Article 2:95
1.

Exemption from Section 2:92(1) may be provided for by ministerial regulation.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:94, first paragraph.

Section 2.2.12. Providing investment services, performing investment activities and
systematic internalization
§ 2.2.12.1. Permit obligation and requirements
Article 2:96
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
authorized to provide investment services or engage in investment activities.

2.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the first paragraph if the applicant demonstrates that the
interests covered by this part, the Prudential supervision of financial undertakings Part and the Part
Supervision of conduct of financial undertakings seeking to protect is otherwise sufficient
are protected.

Article 2:97
1.

Section 2:96 does not apply to financial undertakings that:
a. for conducting the business of a financial institution a certificate issued by the Dutch
Bank on the basis of the Part Prudential Supervision of Financial Undertakings
have a certificate of supervision, insofar as it is up to them pursuant to that
statement is permitted to provide investment services or conduct investment activities
perform;
b. to conduct the business of a bank authorized by the European Central Bank or the
Dutch Central Bank, insofar as it is granted to them pursuant to that
authorization is permitted to provide investment services or conduct investment activities
perform.

Page 172

2.

Article 2:96, in so far as it concerns the management of individual assets, does not apply
applies to municipal credit banks in respect of which Article 4:37 has been complied with,
first member.

3.

Article 2:96, in so far as it concerns the management of individual assets and the
advise on financial instruments, not applicable to financial companies with
registered office in the Netherlands that has a license as referred to in Article to manage a UCITS
2:69b, first paragraph, part a.

4.

Section 2:96 does not apply to financial undertakings, with the exception of
undertakings for collective investment in securities that are an investment company, which,
a license granted by the Netherlands Authority for the Financial Markets as referred to in Section 2:65,
opening words and part a, have for the management of investment institutions, insofar as it is
concerns advising on financial instruments, managing individual assets or
receiving and transmitting orders from clients in the course of a profession or business
with regard to financial instruments.

5.

Section 2:96 does not apply to tied agents acting on behalf of the
investment firms provide investment services as referred to in part a, d, e or f
of the definition of providing an investment service in Article 1:1, if the indien
investment firms for which the tied agent provides these investment services:
a. are fully responsible for them, in the sense that they ensure that the
tied agents comply with this law; and
b. have notified the agents concerned as tied agents to the Authority
Financial Markets.

6.

An investment firm that is no longer responsible as referred to in the fifth,
subparagraph a, for a tied agent, notifies the Netherlands Authority for the Financial
Markets and the related tied agent.

7.

Section 2:96 does not apply to market operators having their registered office in the Netherlands to which
a license as referred to in Section 5:26(1) has been granted for the exploitation or
operate a regulated market that intends to operate an organized
to operate a trading facility or a multilateral trading facility if Article
2:99, first paragraph, and they are permitted under that license to conduct an organized
trading facility or a multilateral trading facility.

8.

The Netherlands Authority for the Financial Markets will only register the tied agent
in the register as referred to in Article 1:107, second paragraph, under a, under 13°, if the
investment firm that represents the tied agent concerned with the Netherlands Authority for the Financial
Markets notify shows that with regard to the tied agent concerned will be
complied with the provisions pursuant to Section 4:9, subsection 1, and 4:10.

9.

Rules are laid down by or pursuant to an order in council with regard to
to the manner in which the registration referred to in the fifth paragraph, under b, takes place, the
information that is provided and the documents that are submitted with it.

Article 2:98
1.

Section 2:96 does not apply to financial undertakings having their registered office in another
Member State which:
a. conduct their business as a bank from a branch office located in the Netherlands or through

Page 173

of the provision of services to the Netherlands, insofar as it is to them pursuant to Section
2.2.2 is permitted to provide investment services or perform investment activities;
b. conduct their business as a financial institution from a branch office located in the Netherlands
or by providing services to the Netherlands, insofar as it is up to them
pursuant to section 2.2.2 is permitted to provide investment services or
to carry out investment activities; or
c. conduct their business as an underwriting entity or insurer from an in
branch located in the Netherlands or through the provision of services to
the Netherlands, insofar as it is up to them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A
authorized to provide investment services or engage in investment activities.
2.

Section 2:96 does not apply to investment firms having their registered office in another
Member State which:
a. provide investment services or investment activities from a branch in the Netherlands
perform, insofar as Article 2:101 is complied with;
b. provide investment services by providing services to the Netherlands
or carry out investment activities, insofar as Section 2:102 is complied with; or
c. provide investment services in the Netherlands through a tied agent or
perform investment activities as referred to in part a, d, e or f of the definition of
providing an investment service in Article 1:1, insofar as the Articles are met
2:101 or 2:102 and the investment firm uses the agent concerned as tied agent in
registration in the register with the Netherlands Authority for the Financial Markets. It
the provisions of Article 2:97, paragraph 7, apply mutatis mutandis.

3.

Article 2:96 does not apply to managers of investment institutions having their registered office in
another Member State that conduct their business from a branch located in the Netherlands or
by providing services to the Netherlands, if Article . is complied with;
2:103b.

Article 2:99
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:96, if the applicant having its registered office in the Netherlands or the applicant having its registered office in a
State that is not a Member State that intends to conduct investment activities in the Netherlands
demonstrate that the provisions pursuant to:
a. Section 4:9, subsection 1, with regard to the suitability of the referred to in that section
persons;
b. Article 4.9.0a, first paragraph, with regard to the composition and functioning of the
board and the body charged with supervising policy and the general course
of affairs;
c. Article 4:10 with regard to the reliability of the referred to in that Article
persons;
d. Article 4:11, paragraphs 1 and 3, with regard to the integrity policy
business operations;
e. Article 4:83, first paragraph, with regard to the minimum number of persons who
policy and pursuant to Section 4:84 with regard to the place from which they
perform work;
f. Article 4:13, first and second paragraph, with regard to the control structure;
g. Section 4:14, subsections 1 and 2, with regard to the organization of business operations;
h. Article 4:87 with regard to taking adequate measures to protect
the rights of clients;
i. Article 4:88 with regard to the conduct of an adequate policy with regard to the
prevention of the conflicts of interest referred to in that Article;

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j. Section 3:53(1) and (3) with regard to the minimum equity capital;
k. Article 3:57, first and second paragraph, with regard to solvency;
l. Article 4:91a with regard to the rules applicable to the trading process and the
settlement of transactions in a multilateral trading facility if the applicant
intends to operate a multilateral trading facility;
m. Article 4:87a with regard to the administration of the derivatives assets.
2.

In the event that a qualifying holding as referred to in Section 3:95 is held in the
investment firm, the Netherlands Authority for the Financial Markets, without prejudice to the first
paragraph, a license if the holder of the qualifying holding in the
investment firm complies with Section 3:95(2) and the Dutch Central Bank of
is of the opinion that the provisions pursuant to Articles 3:99 to 3:101 inclusive have been met
regarding the declaration of no objection.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to the first and second paragraph.

4.

If the application relates to the provision of the investment service referred to in
part b of the definition of providing an investment service in Article 1:1 and on the
performing the investment activity, referred to in part a of the definition of performing
of an investment activity in that Article and the applicant also intends to
of a systematic internaliser with
relating to transactions in shares that are trading on a regulated market
admitted, he must state this intention with the application.

5.

If the investment firm intends to provide ancillary services, it shall notify
that intention with the application.

6.

The Netherlands Authority for the Financial Markets may apply for a full or partial exemption
granting the requirements, referred to in the first paragraph, opening words and part c, with regard to
the third paragraph of Article 4:11, d, with regard to the first paragraph of Article 4:83, first paragraph, f,
with regard to the second paragraph of Article 4:14, or part h, with regard to the third
paragraph of Article 4:88.

Article 2:99a
1.

On request, the Netherlands Authority for the Financial Markets grants a license to a
investment firm having its registered office in a non-Member State and which intends to
The Netherlands to provide investment services to retail or professional investors
investors as referred to in Annex II, Section II, of the Financial Markets Directive
instruments 2014, if the investment firm:
a. establishes a branch in the Netherlands;
b. demonstrates that with regard to the branch the provisions will be complied with
pursuant to:
1°.
2°.

Article 3:53, first and third paragraph, with regard to the minimum equity capital;
Article 4:9, first paragraph, with regard to the suitability of the measures referred to in that Article
said persons;
3°.
Article 4.9.0a, first paragraph, with regard to the composition and functioning
from the board of the branch office;
4°.
Article 4:10 with regard to the reliability of the information referred to in that Article
said persons;
5°.
Article 4:11, paragraphs 1 and 3, with regard to the integrity policy
business operations;

Page 175

6°.

Article 4:14, first and second paragraph, with regard to the establishment of the
business operations;
7°.
Article 4:83, first paragraph, with regard to the minimum number of persons that the
determines daily policy;
8°.
Article 4:84, second paragraph, with regard to the place from which the persons,
referred to under 7°, carry out their activities;
9°.
Article 4:87 with regard to taking adequate measures to
protecting the rights of clients;
10°.
Article 4:88 with regard to conducting an adequate policy with regard to
the prevention of the conflicts of interest referred to in that Article,
on the understanding that for the application of the 1° to 7° and 9° and 10°
the articles referred to for 'an investment firm' must always be read:
the branch office in the Netherlands of an investment firm with its registered office in a
state that is not a Member State;
c. is authorized to provide the investment services in the State where it has its registered office or
to carry out investment activities and is authorized to open a branch in the Netherlands;
d. is affiliated with an investor-compensation scheme as referred to in Directive no. 97/9/EC
of the European Parliament and of the Council of the European Union, of 3 March 1997 on
the investor compensation schemes (OJEU 1997 L 84).
2.

The Netherlands Authority for the Financial Markets only grants a license as referred to in the first paragraph
member, if:
a. the state where the investment firm has its registered office is not on the list of noncooperative countries and territories of the Financial Action Task Force or its successor;
b. the Netherlands Authority for the Financial Markets and the supervisory authority of the state where the
investment firm has its registered office have a partnership agreement
concluded that at least guarantees an efficient exchange of information and which
The Netherlands Authority for the Financial Markets enables its supervisory tasks under op
to carry out this law; and
c. the state where the investment firm has its registered office has an agreement with
The Netherlands that fully complies with the standards of Article 26 of the OECD Model Convention
on double taxation.

3.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Article 2:99b
1.

On request, the Netherlands Authority for the Financial Markets grants a license to a
investment firm with its registered office in a non-Member State that operates exclusively in the Netherlands
provides investment services to professional investors as referred to in Annex II, Section I,
of the Markets in Financial Instruments Directive 2014 or eligible
counterparties, if the investment firm complies with the provisions pursuant to Article
2:99, first paragraph, first sentence, parts a, c, d, e and g up to and including j and l, and they also have a
appoints a person with an address in the Netherlands as its representative:
a. through whom the supervisor can exchange data and information with the
investment firm;
b. to which legal notices can be given.

2.

At the request of the supervisor, the investment firm submits a report on
the investment services it provides in the Netherlands.

Page 176

3.
4.

Article 2:99a, paragraphs 2 and 3, shall apply mutatis mutandis.
Rules may be laid down by or pursuant to an order in council with
related to:
a. the manner in which the representative complies with the provisions of the first paragraph, under a,
comply with; and
b. the form and content of the report referred to in the second paragraph.

§ 2.2.12.2. Branch and provision of services
Article 2:100
1.

If the Netherlands Authority for the Financial Markets makes a notification of the intention of a
investment firm with its registered office in another Member State to provide
investment services or performing investment activities from a location in the Netherlands
branch or through the provision of services to the Netherlands
from a supervisory authority of another Member State, it shall acknowledge receipt
immediate notification to the investment firm concerned,

2.

The Netherlands Authority for the Financial Markets may immediately after receipt of the notification, or
if the provision of investment services or the performance of investment activities from
is a branch, within two months of receipt of the notification, the
supervisory authority of the other Member State shall notify which conditions for reasons
public interest must be taken into account by the investment firm when
providing investment services or performing investment activities in the Netherlands. The
The Netherlands Authority for the Financial Markets will send a copy of this to the investment firm.

3.

If an investment firm as referred to in the first paragraph intends
provide investment services through an affiliated in the Netherlands
agent acting under its responsibility and on its behalf, the provisions of
this Act with regard to a branch of investment firms of
corresponding application to the tied agent.

Article 2:101
1.

An investment firm with its registered office in another Member State may proceed to
a branch office located in the Netherlands provides investment services or performs
investment activities two months after the notification from the supervisory authority
of the other Member State, as referred to in Article 2:100, first paragraph, or immediately after receipt of
the message referred to in Article 2:100, second paragraph.

2.

The first paragraph does not apply to investment firms having their registered office in a
other Member State, to the extent permitted to them under Section 2.2.2 or 3.4.1
provide investment services or perform investment activities from a location in the Netherlands
located branch.

3.

The first paragraph does not apply to investment firms that have met
to Article 2:71, first paragraph.

Article 2:102
1.

An investment firm with its registered office in another Member State may proceed to
through the provision of services to the Netherlands providing investment services or
carrying out investment activities after the notification of the supervisory authority

Page 177

of the other Member State, as referred to in Section 2:100(1).
2.

The first paragraph does not apply to investment firms having their registered office in a
other Member State to the extent permitted to them under Section 2.2.2 or 3.4.1
provide investment services or carry out investment activities through the
providing services to the Netherlands.

Article 2:102a
Articles 2:100, first and second paragraph, and 2:102, first paragraph, shall apply mutatis mutandis
applies to investment firms having their registered office in a State whose legislation and
supervision have been recognized as equivalent by the European Commission in accordance with
Article 47, first paragraph, of the Markets in Financial Instruments Regulation and with a branch
located in another Member State to which a permit as referred to in Article 39 of the Directive
markets in financial instruments 2014 has been granted by the supervisory authority of
that Member State, which intends for the first time from that branch through the
providing services to the Netherlands to provide investment services to or
engage in investment activities for eligible counterparties or professional
investors within the meaning of Annex II, Section I, of the Markets in Financial Instruments Directive
2014.
Article 2:103
An investment firm as referred to in Section 2:98(2) is not permitted
provide investment services or carry out investment activities if those financial
services are not stated in the notification referred to in Section 2:100(1).
Article 2:103a
1.

An investment firm that has been licensed as referred to in Section 2:96
granted to operate an organized trading facility or a multilateral
trading facility or a market operator to whom, pursuant to the license referred to in
Article 5:26, an organized trading facility or a multilateral
trading facility and intends to make facilities in another Member State
to grant access to users, participants or members established in that Member State
to this organized trading facility or multilateral trading facility and
act, informs the Netherlands Authority for the Financial Markets of this intention. The authority
Financial Markets will provide this information to the
relevant supervisory authority of the relevant Member State.

2.

The Netherlands Authority for the Financial Markets, at the request of the supervisory authority of
the Member State referred to in the first paragraph without delay transmits the identity details of the members of
or participants in the organized trading facility or multilateral trading facility.

Article 2:103b
A manager of an investment institution with its registered office in another Member State may proceed to the
from a branch office located in the Netherlands or by providing services to diensten
the Netherlands to provide or provide the managers of . referred to in Article 6(4) of the Directive
activities or services referred to in alternative investment funds, after the Authority
Financial Markets in accordance with the procedure laid down in Article 33 of that Directive
of the intention of the manager of an investment institution to carry out these activities or
to perform or provide services in the Netherlands.

Page 178

§ 2.2.12.2a. Provision of data reporting services
§ 2.2.12.2a.1. Permit obligation and requirements
Article 2:103c
1.

It is prohibited in the Netherlands without an authorization from the Netherlands Authority for the Financial Markets
authorized to provide data reporting services.

2.

The Netherlands Authority for the Financial Markets states in the license for which in the definition of
data reporting service in Article 1:1, activities are distinguished by the permit
grants.

Article 2:103d
1.

The Netherlands Authority for the Financial Markets grants a license as referred to in . on request
Article 2:103c, first paragraph, if the applicant demonstrates that it will comply with the
determined pursuant to:
a. Section 4:9, subsection 1, with regard to the suitability of the referred to in that section
persons;
b. Article 4:10 with regard to the reliability of the persons referred to in that paragraph;
c. Article 4:11, paragraphs 1 and 3, with regard to the integrity policy
business operations;
d. Article 4:14, first and second paragraph, with regard to the controlled and sound exercise
from the company.

2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

Article 2:103e
1.

Article 2:103c(1) does not apply to an investment firm to which
a license as referred to in Section 2:96(1) has been granted for the operation of a
organized trading facility or a multilateral trading facility, which intends
provide data reporting services, if the investment firm demonstrates that it will
the requirements of Article 2:103d(1) are met.

2.

Section 2:103c(1) does not apply to a market operator to which a waaraan
license as referred to in Section 5:26(1) has been granted, which also intends to
provide data reporting services, if the market operator demonstrates that it will be
the requirements of Section 2:103d(1) have been met.

3.

The license, referred to in the first and second paragraph, states for which in the definition
from the data reporting service in Article 1:1 it has been performed.

§ 2.2.12.2a.2. Providing services
Article 2:103f
Article 2:103c(1) does not apply to:
a. a data reporting service provider having its registered office in another Member State that intends
to provide data reporting services to the Netherlands, if he has a
supervisory authority of that other Member State has been authorized;

Page 179

b. an investment firm with its registered office in another Member State that is authorized
as referred to in Article 5, first paragraph, first sentence, of the Markets in Financial Markets Directive
instruments 2014 has been granted for operating an organized een
trading facility or a multilateral trading facility that intends to enter the Netherlands
provide data reporting services, to the extent that it is required under that licence
permitted to provide data reporting services;
c. a market operator with its registered office in another Member State to which a license as referred to
Article 44(1) of the Markets in Financial Instruments Directive 2014 states
which intends to provide data reporting services to the Netherlands, for
to the extent that it is permitted under that license to provide data reporting services.
§ 2.2.12.3. Exemption
Article 2:104
1.

Exemption from Article 2:96 can be arranged by ministerial regulation.

2.

Full or partial exemption from Article can be arranged by ministerial regulation
2:99, first paragraph.

3.

A ministerial regulation may grant full or partial exemption from the in
regulations referred to in Article 2:99a(1). To the full or partial exemption
regulations can be attached.

Section 2.2.13. Exceptional provisions
Article 2:105
1.

On request, the Netherlands Authority for the Financial Markets grants a license as referred to in the
Articles 2:55, 2:60, 2:75, 2:80, 2:86 and 2:92 to a legal person with full
legal capacity that also serves the benefit of that legal person affiliated with that legal person
enterprises, if that legal person, without prejudice to Articles 2:58, 2:63, 2:78, 2:83,
2:89 and 2:94, shows that he:
a. pursuant to its articles of association and the articles of association of its affiliated companies or hem
has, pursuant to an agreement with its affiliated companies,
sufficient powers vis-à-vis the affiliated companies to act or
failure of such undertaking contrary to the provisions of the Part
Conduct supervision of financial undertakings with regard to the provision of financial
services, with the exception of the offering of units of a UCITS,
and instructions given by the Netherlands Authority for the Financial Markets on
to follow;
b. has sufficient possibilities for expert support of the
affiliated companies; and
c. those companies are authorized to apply for a license and also for the
application of sections 2.2.5, 2.2.6, 2.2.8, 2.2.9, 2.2.10, 2.2.11, 2.3.6 and 2.3.7 and
for the application of the provisions pursuant to the Financial Supervision Part:
undertakings relating to the provision of financial services, with the exception of
of offering units of a UCITS.

2.

If, after the granting of a license as referred to in the first paragraph, a company
joins the legal person, the license also applies to that company, if the
legal entity with regard to this company meets the conditions referred to in
the first member.

3.

For the purposes of Sections 2.2.5, 2.2.6, 2.2.8, 2.2.9, 2.2.10, 2.2.11, 2.3.6 and
2.3.7 the acts and omissions of the affiliated company shall be deemed
acting or omission to act respectively by the legal person.

4.

The Netherlands Authority for the Financial Markets may designate financial undertakings that
application of the second and third paragraphs are considered to be about a license as referred to in
to dispose of the first paragraph, if:

Page 180

a. insofar as it concerns financial service providers, the legal person to which the other
companies are affiliated with a license granted by the Dutch Central Bank
has;
b. insofar as it concerns investment firms, the legal person with which the other
companies are affiliated and the affiliated companies have a
have a license granted by the Dutch Central Bank; and
c. the conditions referred to in the first paragraph are met.
The decision to designate may be revoked by the Netherlands Authority for the Financial Markets.
5.

Rules may be laid down by or pursuant to an order in council with
with regard to the first paragraph, opening words and parts a and b.

Chapter 2.3. Access to the foreign financial markets
Article 2:106
The provisions of this chapter, with the exception of Articles 2:117 and 2:118, do not apply
applies to the provision of financial services that can be regarded as a service of
the information society as referred to in Section 15d(3) of Book 3 of the Civil Code
Code to another Member State by a financial enterprise with its registered office in the Netherlands.
Section 2.3a.1. Conducting the business of a settlement company branch outside
The Netherlands
§ 2.3a.1.1. Branch office outside the Netherlands
Article 2:106.0a
1.

A settlement company with its registered office in the Netherlands that intends to
The Netherlands branch office to conduct its business towards a client with whom it is not in
affiliated to a group, will only do so after the Dutch Central Bank has agreed with the
intention has agreed.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

The Dutch Central Bank agrees to an intention as referred to in the first paragraph if:
the settlement company complies with the provisions of the second paragraph, unless, having regard to:
on the intention of the settlement company, its business operations or financial position
is adequate.

4.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

Section 2.3.0. Conducting the business of a payment service provider

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§ 2.3.0.1. Branch office and provision of services by one payment institution to another
member state
Article 2:106a
1.

A payment institution that intends to operate from a branch in another Member State or
through the provision of services, whether or not through the intermediary of a
payment service agent, to offer its services in another Member State, the Dutch
Notify the Bank of this, stating by or pursuant to an order in council
data to be determined.

2.

The Dutch Central Bank provides the information referred to in the first paragraph within a
month after receipt to the supervisory authority of the other Member State.

3.

De Nederlandsche Bank will register the branch or the
payment service agent in the register, referred to in Section 1:107, unless the supervisory authority
of the other Member State has notified the Dutch Central Bank that it suspects
has this with the proposed establishment of the branch or through the involvement of the
payment service agent may violate any law, including statutory
rules on money laundering or terrorist financing within the meaning of
of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on
the prevention of the use of the financial system for money laundering or
terrorist financing, amending Regulation (EU) No 648/2012 of the European
Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament
and the Council and Commission Directive 2006/70/EC (OJEU 2015, L 141). In the event that
registration has already taken place, the Dutch Central Bank will cancel it.

4.

The Dutch Central Bank will decide on the application within three months of receipt, or,
if the application is incomplete, within three months of receipt of all necessary
data. The payment service agent or branch does not provide payment services until after the
registration in the register has been completed and the Dutch Central Bank has been informed about the
intended date of commencement of the service.

5.

The first to fourth paragraphs apply mutatis mutandis in the event of a
amendment of the data referred to in the first paragraph. An amendment to the provisions in the first paragraph
the data referred to must be submitted without delay to the supervisory authority of the other Member State
to be reported.

Section 2.3.1. Conducting the business of a clearing house
§ 2.3.1.1. Branch office outside the Netherlands
Article 2:107
1.

A clearing institution with its registered office in the Netherlands that has a license as referred to in Article
2:4, first paragraph, has and intends to have the een from a branch office located outside the Netherlands
conduct the business of a clearing institution, shall only do so after the Dutch
Bank has agreed to the intention.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

The Dutch Central Bank agrees to an intention as referred to in the first paragraph if:
the clearing institution complies with the provisions of the second paragraph, unless, in view of the
the clearing institution's intention, its business operations or its financial position are insufficient

Page 182

is.
4.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

Section 2.3.1a. Conducting the business of an electronic money institution with its registered office in
The Netherlands
§ 2.3.1a.1. Provision of services by an electronic money institution with its registered office in
the Netherlands to another Member State
Article 2:107a
1.

An electronic money institution that intends to operate from a branch in another
Member State or through the provision of services, whether or not through a
payment service agent, to carry on its business in another Member State, the Dutch
Notify the Bank of this, stating by or pursuant to an order in council
data to be determined.

2.

The Dutch Central Bank provides the information referred to in the first paragraph within a
month after receipt to the supervisory authority of the other Member State.

3.

De Nederlandsche Bank will register the branch or the
payment service agent in the register, referred to in Section 1:107, unless the supervisory authority
of the other Member State has notified the Dutch Central Bank that it suspects
has this with the proposed establishment of the branch or through the involvement of the
payment service agent may violate any law, including statutory
rules on money laundering or terrorist financing within the meaning of
of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on
the prevention of the use of the financial system for money laundering or
terrorist financing, amending Regulation (EU) No 648/2012 of the European
Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament
and the Council and Commission Directive 2006/70/EC (OJEU 2015, L 141). In the event that
registration has already taken place, the Dutch Central Bank will cancel it.

4.

The Dutch Central Bank will decide on the application within three months of receipt, or,
if the application is incomplete, within three months of receipt of all necessary
data. The payment service agent or branch does not provide payment services until after the
registration in the register has been completed and the Dutch Central Bank has been informed about the

intended date of commencement of the service.
5.

The first to fourth paragraphs apply mutatis mutandis in the event of a
amendment of the data referred to in the first paragraph.

Section 2.3.2. Conducting the business of a bank and financial institution
§ 2.3.2.1. Branch and provision of services by a bank to another Member State
Article 2:108
1.

A bank with its registered office in the Netherlands that has a license as referred to in Section 2:11, first
member, has and intends to send from a participating Member State as referred to in Article 2
of the Banking Supervision Regulation to carry on the business of a bank, may
proceed to do so two months after it has notified the Dutch Central Bank thereof
unless the European Central Bank or the Dutch Central Bank, depending on the

Page 183

division of competences under Articles 4 and 6 of the Banking Supervision Regulation,
decide otherwise within that period.
2.

A bank with its registered office in the Netherlands that has a license as referred to in Section 2:11, first
member, has and intends to operate from a Member State other than a participating Member State
as referred to in the first paragraph, branch office situated to carry on the business of a bank,
only do so after the European Central Bank or the Dutch Central Bank, according to
depending on the division of competences under Articles 4 and 6 of the Regulation
banking supervision, has consented to the intention of the bank.

3.

The notification, as referred to in the first paragraph, and the application for consent, as referred to in
the second paragraph, stating by or pursuant to a general order of
management information to be determined.

Article 2:109
1.

The Dutch Central Bank may take a decision as referred to in Section 2:108(1),
if the bank's business operations or financial position, in view of its intention, are not
is adequate.

2.

The Dutch Central Bank agrees to an intention as referred to in Section 2:108,
second paragraph, unless, in view of the bank's intention, its business operations or financial
position is not sufficient.

3.

Within three months of receipt of the application, the Dutch Central Bank will take a
decision as referred to in Article 2:108, second paragraph.

4.

The Dutch Central Bank will, within one working day after taking a decision, if
referred to in Section 2:108, subsections 1 and 2, notification thereof to the supervisory
authority of the Member State where the bank intends to carry out its through a branch
to conduct a business. The Dutch Central Bank will send a copy of the notification to the
Bank.

5.

The notification, referred to in the third paragraph, also contains information about the size of the
equity, the solvency ratio and, where applicable, data on the
applicability of a safety net scheme to the obligations of the branch of the
Bank.

6.

Within two months after the notification referred to in the
third paragraph, the bank also informs you of the conditions that the supervisory authority of the Member State,
not being a participating Member State as referred to in Section 2:108(1) has committed
to carry out the activities in the Member State concerned.

Article 2:110
1.

A bank with its registered office in the Netherlands that has a license as referred to in Section 2:11, first
member, has and intends for the first time through the provision of services
to carry on its business to another Member State shall only do so after it has become acquainted with
has notified the Nederlandsche Bank of its intention, stating the
Member State to which it intends to provide services and of the intended
activities.

2.

The Dutch Central Bank shall, within one month of receipt of the notification of
notification of the intention to the supervisory authority of the Member State
to which the bank intends to provide services. The Dutch Central Bank sends a

Page 184

copy of the notification to the bank.
§ 2.3.2.2. Branch office and provision of services by a bank to a State which is not
Member State is
Article 2:111
1.

A bank with its registered office in the Netherlands that has a license as referred to in Section 2:11, first
member, has and intends to operate from a branch in a non-Member State
from bank, will only do so after the Dutch Central Bank has agreed with the
intention has agreed.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

De Nederlandsche Bank agrees to the intention if the bank complies with the
determined pursuant to the first paragraph, unless, in view of the intention of the bank, its
business or financial position is not sufficient.

4.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

§ 2.3.2.3. Branch office and provision of services by a financial institution to a
other Member State
Article 2:112
1.

A financial institution with its registered office in the Netherlands that has a statement from
has and intends to place its business under supervision as referred to in Article 3:110
exercise a branch located in another Member State shall only do so after
the Dutch Central Bank has agreed to the intention.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

Article 2:113
1.

The Dutch Central Bank agrees to an intention as referred to in Section 2:112, first
member, unless, in view of the intention of the financial institution, its business operations or
financial position is not sufficient.

2.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

3.

The Dutch Central Bank will do so within one working day after taking the decision
notification to the supervisory authority in the Member State where the financial institution
intends to conduct its business through a branch. The Dutch
Bank sends a copy of the notification to the financial institution.

4.

The notification, referred to in the third paragraph, also contains information about the size of the
equity, the solvency ratio and, where applicable, data on the
applicability of a safety net scheme to the obligations of the branch of the
financial institution.

5.

Within two months after the notification referred to in the

Page 185

third paragraph, the financial institution shall also inform the supervisory authority of
the other Member State to carry out the activities in the concerned
member state.
Article 2:114
1.

A financial institution with its registered office in the Netherlands that has a statement from
has a supervision order as referred to in Section 3:110 and intends for the first time
to carry out its business by providing services to another Member State
exercise, shall only do so after it has notified its intention to
the Dutch Central Bank, stating the Member State to which it intends to provide services
performance and the intended work.

2.

The Dutch Central Bank shall, within one month of receipt of the notification of
notification of the intention to the supervisory authority of the Member State
to which the financial institution intends to provide services. The Dutch
Bank sends a copy of the notification to the financial institution.

Section 2.3.3. Conducting the business of a life insurer and non-life insurer
§ 2.3.3.1. Branch and provision of services to another Member State
Article 2:115
1.

A life insurer or non-life insurer, not being an insurer with limited
risk size, with its registered office in the Netherlands and who has a license as referred to in Section 2:27 and
intends to conduct the business of . from a branch located in another Member State
life insurer or non-life insurer, respectively, shall only do so
after the Dutch Central Bank has agreed to the intention.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

Article 2:116
1.

The Dutch Central Bank agrees to an intention as referred to in Section 2:115, first
member, unless, in view of the insurer's intention, its business operations or financial position
is not adequate, or the suitability or reliability of a person who does the day-to-day
policy determines whether the insurer's representative is not beyond doubt.

2.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

3.

The Dutch Central Bank will do so within one working day after taking the decision
notification to the supervisory authority in the Member State where the insurer
intends to conduct its business through a branch. The Dutch
The bank will send a copy of the notification to the insurer.

4.

The notification referred to in the third paragraph shall also state whether the insurer
complies with the Minimum Capital Requirement and the Solvency Capital Requirement.

5.

Within two months after the notification referred to in the
third paragraph, the insurer also states the conditions that the supervisory authority of the
other Member State to carry out the activities in the concerned

Page 186

member state.
Article 2:117
1.

A life insurer or non-life insurer, not being an insurer with limited
risk size, with its registered office in the Netherlands, who has a license as referred to in Section 2:27, first
member, has and intends to transfer from an establishment in a Member State for the first time
to carry on his business through the provision of services to another Member State,
will only do so after the Dutch Central Bank, in accordance with Article 2:116, first
member has agreed to the proposal.

2.

In the case of coinsurance within the Union, the first paragraph only applies to the
non-life insurer acting as the first non-life insurer.

3.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

Article 2:118
1.

A life insurer or non-life insurer, not being an insurer with limited
risk level, having its registered office in a non-Member State that has a license as referred to in
Article 2:40, first paragraph, has and intends to pass from the Netherlands for the first time
through the provision of services to another Member State the business of
life insurer or non-life insurer shall only do so if the
Nederlandsche Bank has agreed to the proposal.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

Article 2:119
1.

The Dutch Central Bank agrees to an intention as referred to in Section 2:117, first
subsection, or 2:118, subsection 1, unless, in view of the insurer's intention, its business operations
or financial position is inadequate.

2.

The Dutch Central Bank will make a decision within one month of receipt of the
application.

3.

The Dutch Central Bank will do so within one working day after taking the decision
notification to the supervisory authority of the Member State to which the insurer
intends to provide services. The Dutch Central Bank will send a copy of the
notification to the insurer.

4.

The notification, referred to in the third paragraph, contains information about the
Solvency Capital Requirement and the Underwriter's Minimum Capital Requirement, the nature of
the life insurance contracts if it is a life insurer, or the
nature of the risks of non-life insurance if it concerns a non-life insurer that
intend to carry out their business in another Member State through the provision of services
practice, as well as the branches in which he may conduct the insurance business.

§ 2.3.3.2. Branch in a non-Member State
Article 2:120
1.

A life insurer or non-life insurer, not being an insurer with limited

Page 187

risk size, with its registered office in the Netherlands, who has a license as referred to in Section 2:27, first
member, has and intends to operate from a branch in a non-Member State
to carry on the business of a life insurer or non-life insurer shall only do so
after the Dutch Central Bank has approved the intention.
2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

De Nederlandsche Bank agrees to the intention if the insurer complies with
the provisions pursuant to the second paragraph, unless, in view of the intention of the insurer, his
business or financial position is inadequate, or the suitability or reliability
from a person who determines the day-to-day policy or from the representative of the
insurer is beyond doubt.

4.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

Section 2.3.4. Conducting the business of an insurer with limited risk scope
§ 2.3.4.1. Branch office outside the Netherlands
Article 2:121
1.

A life insurer, funeral expenses and benefits in kind insurer or non-life insurer with registered office in
the Netherlands that has a permit as referred to in Section 2:48(1) and intends to
from a branch office located outside the Netherlands, the business of a life insurer, in-kind
funeral insurer or non-life insurer, respectively, shall only do so
after the Dutch Central Bank has agreed to the intention.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

De Nederlandsche Bank agrees to the intention if the insurer complies with
the provisions laid down by or pursuant to the second paragraph, unless, in view of the intention of the
insurer, its business operations or financial position is inadequate, or the suitability or
reliability of a person who determines the day-to-day policy or of the
representative of the insurer is beyond doubt.

4.

De Nederlandsche Bank takes a decision within three months of receipt of the
application.

Section 2.3.4a. Conducting the business of a premium pension institution
§ 2.3.4a.1. Branch office and provision of services to another state
Article 2:121a
1.

2.

A premium pension institution that has a license as referred to in Section 2:54g,
paragraph 1 and intends to do so from a branch located in another State or through
of the provision of services to administer a pension scheme that is not controlled
by Dutch social and labor legislation, as referred to in Article 2 of the
Pension Act and Article 2 of the Obligatory Occupational Pension Scheme Act
only after the Dutch Central Bank has agreed to the intention.
The request for consent is made with a statement by or pursuant to a general

Page 188

administrative order data to be determined.
3.

The Dutch Central Bank will decide within three months of receipt of the application from
consent.

Article 2:121b
1.

The Dutch Central Bank agrees to an intention as referred to in Section 2:121a,
first paragraph, unless, in view of the intention of the premium pension institution, its
business or financial position is inadequate, or the suitability or reliability
of a person who determines the day-to-day policy is not beyond doubt.

2.

If the Dutch Central Bank agrees with the intention, it will communicate this decision without delay
to the supervisory authority in the state where the premium pension institution
intends to carry on its business. The Dutch Central Bank will send a copy of the
notification to the premium pension institution.

3.

If the supervisory authority referred to in the previous paragraph, the Dutch Central Bank
informs you of the provisions of the
social and labor legislation that applies to the administration of the pension scheme, or of the
investment and disclosure requirements under the law of the
are applied in the relevant state, the Dutch Central Bank will share these with the
premium pension institution.

4.

The premium pension institution may, six weeks after the notification referred to in the second paragraph,
or as soon as it has received the notification referred to in the third paragraph, proceed to the
implementing the pension scheme.

Section 2.3.4b. Managing investment institutions and offering rights of
participation in investment institutions
§ 2.3.4b.1. Manage and offer cross-border
Article 2:121c
1.

A Dutch manager of an investment institution as referred to in part a of
the definition of the Dutch manager of an investment institution in Article 1:1, with a
license as referred to in Section 2:65 reports the intention to acquire units in
to offer a European investment institution to professional investors in another
member state to the Netherlands Authority for the Financial Markets. He hereby submits the following information:
a. a program of activities stating which investment institution is the
the manager intends to offer and where the investment institution is located;
b. the fund regulations or the articles of association;
c. the name of the depositary associated with the investment institution;
d. a description of the investment institution or, if applicable, the for
participants available information about the investment institution;
e. in the case of a feeder investment institution, information on the location of
the master investment institution;
f. the information referred to in Section 4:37l or 5:3;
g. the Member State or Member States in which he holds units in the investment institution
wants to offer professional investors;
h. information about the way in which units in collective investment schemes
are offered and information on how to prevent the rights of
holdings are offered to retail investors.

Page 189

2.

No later than twenty working days after receipt of the information referred to in the first paragraph,
the Netherlands Authority for the Financial Markets forwards this information to the supervisory
body of the Member State in which the manager intends to plan units
pursuant to paragraph 1 and, if applicable, to the supervisory
authority of the investment institution's home Member State, unless the manager with
the management of the investment institution or otherwise does not comply with the requirements laid down by or pursuant to the law
rules will be met. The Netherlands Authority for the Financial Markets encloses a statement that the
manager has a license granted by the Netherlands Authority for the Financial Markets for
the type of investment institution of which the manager intends to de
to offer participation rights.

3.

The Netherlands Authority for the Financial Markets shall share the forwarding referred to in the second paragraph,
immediately notify the administrator.

4.

The notifications referred to in the first and second paragraphs are made in a language that is
international financial world is common.

5.

An administrator reports intended changes to the information provided
pursuant to the first paragraph, at least one month before the change is implemented
in writing to the Netherlands Authority for the Financial Markets.

6.

Notwithstanding the fifth paragraph, the manager reports changes that he has not been able to make
immediately after the change has been made to the Netherlands Authority for the Financial Markets.

7.

If, as a result of the intended change, a manager no longer complies with the
would comply with the rules laid down under this Act, the Netherlands Authority for the Financial Markets will inform him
immediately inform you that the intended change cannot be implemented.

8.

The Netherlands Authority for the Financial Markets reports a change as referred to in the fifth or sixth paragraph
without delay to the regulatory body of the Member State where the administrator has rights of
offers participation.

9.

Rules may be laid down by or pursuant to an order in council for
regard to:
the form and content of the information referred to in the first paragraph;
b. the form of the notification referred to in the second paragraph; and
c. the form of the notification referred to in the fifth, sixth, seventh and eighth paragraphs.

Article 2:121ca
1.

A Dutch manager of an investment institution with a license as
referred to in Section 2:65 may only offer units in a non-European
investment institution if:
a. the state where the investment institution is established is not on the list of non-cooperatives
countries and territories of the Financial Action Task Force or its successor state; and
b. the Netherlands Authority for the Financial Markets and the supervisory authority of the state where the
non-European investment institution is established have a cooperation agreement
concluded that ensures at least an efficient exchange of information and that the Authority
enables Financial Markets to carry out its supervisory duties under this Act
to feed.

2.

Further rules may be laid down by or pursuant to an order in council

Page 190

with regard to the cooperation agreements, referred to in the first paragraph, under b.
Article 2:121d
1.

A Dutch manager of an investment institution as referred to in part a of
the definition of the Dutch manager of an investment institution in Article 1:1, with a
license as referred to in Section 2:65 reports the intention to grant a license for the first time
European investment institution with its registered office in another Member State through the
provision of services or through a branch located in the other Member State to
the Netherlands Authority for the Financial Markets. He hereby submits the following information:
a. the name of the other Member State; and
b. a program of activities in which it is stated in any case which services the
administrator intends to grant in the other Member State and which
investment institutions with registered office in the other Member State he intends to manage.

2.

Without prejudice to the first paragraph, an administrator who intends to
a branch to manage an investment institution in another Member State the following
data about:
a. the organizational structure of the branch;
b. the address in the home Member State of the investment institution where documents
can be requested; and
c. the names and contact details of the persons responsible for the management
from the branch.

3.

At the latest one month after receipt of the information referred to in the first paragraph,
or no later than two months after receipt of the information referred to in the
first and second paragraph, the Netherlands Authority for the Financial Markets forwards this information to the
regulatory body of the Member State in which the administrator intends to
investment institution, unless the manager manages the
investment institution or otherwise will not comply with applicable law. The
The Netherlands Authority for the Financial Markets encloses a statement that the manager has a
Authority for the Financial Markets.

4.

The Netherlands Authority for the Financial Markets shall share the forwarding referred to in the third paragraph,
immediately notify the administrator.

5.

An administrator reports intended changes to the information he
has provided pursuant to paragraph 1 and, if applicable, paragraph 2, at least
one month before the change is implemented in writing to the Netherlands Authority for the Financial
markets.

6.

Notwithstanding the fifth paragraph, the manager reports changes that he has not been able to make
immediately after the change has been made to the Netherlands Authority for the Financial Markets.

7.

If, as a result of the intended change, a manager no longer complies with the
applicable legislation, the Netherlands Authority for the Financial Markets will inform him without delay
also that the proposed change cannot be implemented.

8.

The Netherlands Authority for the Financial Markets reports a change as referred to in the fifth or sixth paragraph
without delay to the supervisory authority of the other Member State, unless paragraph 7
applies to.

9.

Rules may be laid down by or pursuant to an order in council for

Page 191

with regard to the form and content of the information to be provided pursuant to paragraphs 1 and 2
information.
Article 2:121e
1.

A Dutch manager of an investment institution with a license as
referred to in Section 2:65, a non-European investment institution whose rights of
holdings are not offered in a Member State, if the Netherlands Authority for the Financial
Markets and the supervisory authority of the state where the non-European
investment institution is established have entered into a cooperation agreement that at least
guarantees at least an efficient exchange of information and that the Netherlands Authority for the Financial Markets
enables it to perform its supervisory duties under this Act. at or
further rules may be laid down pursuant to an order in council with
relating to these cooperation agreements.

2.

The provisions under this law regarding the management of beheren
investment institutions with their registered office in the Netherlands applies mutatis mutandis, with
with the exception of Articles 4:37f to 4:37i, 4:37o and 5:25c, sixth paragraph.

Section 2.3.5. Offering units in collective undertakings
investment in securities
§ 2.3.5.1. Branch and provision of services to another Member State
Article 2:122
1.

A manager of a UCITS that has a license as referred to in Section 2:69b(1),
salutation and part a, or second paragraph, and intends for the first time from a
a branch located in another Member State a UCITS with its registered office in the relevant Member State at
manage or offer units of UCITS managed by it in that Member State,
will only do so if the Netherlands Authority for the Financial Markets intends
agreed.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

The first paragraph does not apply to administrators who have complied with Article 2:127,
first member.

4.

An administrator may manage a UCITS with registered office from the branch
in the Member State concerned or the offering of units in by him
managed UCITS immediately upon receipt of a communication from the supervisory authority
authority of the other Member State or two months after receipt of the copy of the
decision to approve the Netherlands Authority for the Financial Markets, as referred to in Section 2:124(3).

Article 2:122a
1.

2.

A manager of a UCITS that has a license as referred to in Section 2:69b(1),
salutation and part a, or second paragraph, and intends for the first time by
to manage a UCITS with its registered office in another Member State through the provision of services, or
to offer units of UCITS managed by it in another Member State,
shall only do so if he has notified the Authority of this intention
Financial Markets.
The notification shall be made stating by or pursuant to a general order of

Page 192

management information to be determined.
3.

4.

The Netherlands Authority for the Financial Markets will, within one month of receipt of the
notification of the intention thereof notification to the supervisory authority of
the Member State where the manager intends to carry out the activities. The authority
Financial Markets will send a copy of the notification to the manager.
The notification, referred to in the third paragraph, also contains:
a. information regarding the applicability of the investor compensation scheme;
b. a statement that the manager has a license pursuant to Articles
6, 7 and 8 of the Undertakings for Collective Investment in Securities Directive; and
c. a description of the scope of the license and any restrictions with
with regard to the types of UCITS that the manager may manage or of which he has rights from
may offer participation.

Article 2:123
1.

A manager of a UCITS that has a license as referred to in Section 2:69b(1),
opening words and under a, or second paragraph, has and intends to have units in a
UCITS managed by it with its registered office in the Netherlands in another Member State
to do so only if he has notified the Authority of this intention
Financial Markets.

2.

The notification shall be made stating by or pursuant to a general order of
information to be determined by the board and on the information to be provided by or pursuant to an order in council
determine manner.

3.

The administrator will keep the data referred to in the second paragraph and any translations
available on a website and updates the data as soon as there is reason to do so
exists. The administrator shall notify the supervisory authority of the other Member State
of the website where the data can be consulted and ensures that the relevant
regulatory body has access to that website.

4.

The notification and the information referred to in the first and second paragraphs are drawn up
in a language customary in international financial circles or in an official language of
the Member States concerned if the Netherlands Authority for the Financial Markets and the supervisory
authority of the other Member State agree.

5.

The manager may proceed to offer units of participation in a
UCITS managed by him after receipt of the notification referred to in Section 2:124a(3).

Article 2:124
1.

The Netherlands Authority for the Financial Markets agrees to an intention as referred to in Section 2:122,
unless, in view of the intention of the manager of a UCITS, its business operations or
financial position is not sufficient.

2.

The Netherlands Authority for the Financial Markets takes a decision within two months of receipt
of the application.

3.

The Netherlands Authority for the Financial Markets will do within one working day after taking the decision:
notification thereof to the supervisory authority of the Member State where the administrator
intends, through a branch, to acquire a UCITS with its registered office in the relevant
Member State or to offer units of UCITS managed by it. The

Page 193

The Netherlands Authority for the Financial Markets will send a copy of the notification to the manager.
4.

The notification, referred to in the third paragraph, also contains:
a. information regarding the applicability of the investor compensation scheme;
b. a statement that the manager has a license pursuant to Articles
6, 7 and 8 of the Undertakings for Collective Investment in Securities Directive; and
c. a description of the scope of the license and any restrictions with
relating to the types of UCITS that the manager is allowed to manage.

Article 2:124a
1.

The Netherlands Authority for the Financial Markets will send within ten working days of receipt of the
notification and the information referred to in Section 2:123, second paragraph, forward this information to
the supervisory authority of the Member State where the manager of a UCITS intends
to offer units in a UCITS managed by it. The forwarding
takes place at the institutions referred to in Articles 3, 4 and 5 of the Implementing Regulation for
collective investment in securities prescribed manner.

2.

The Netherlands Authority for the Financial Markets attaches to the notification and the data a
statement that the UCITS complies with the undertakings for collective investment in
effects. The declaration shall be drawn up on the basis of Article 2 of the Implementing Regulation
undertakings for collective investment in transferable securities in the prescribed manner and in a language
is customary in international financial circles or in the official language of the concerned
Member States if the Netherlands Authority for the Financial Markets and the supervisory authority of the
other Member State agree.

3.

The Netherlands Authority for the Financial Markets will immediately after the forwarding referred to in the first paragraph
member, notify the manager of the UCITS thereof.

4.

The Netherlands Authority for the Financial Markets has an e-mail address for the purpose of
receipt of the notification and the information referred to in Article 2:123, second paragraph, and
changes in the data referred to in Article 93, second paragraph, of the Institutions Directive for
collective investment in securities.

Section 2.3.5a. Brokerage in mortgage credit
§ 2.3.5a.1. Branch and provision of services to another Member State
Art. 2:124b
1.

A mortgage credit intermediary with its registered office in the Netherlands with a license as
referred to in Section 2:80(1), and who intends to operate from a Member State in another Member State
located branch or through the provision of services to another Member State
to carry on his business shall only do so after he has notified his
intention to the Netherlands Authority for the Financial Markets.

2.

With the notification referred to in the first paragraph, the mediator by or pursuant to
information to be determined by order in council.

3.

The Netherlands Authority for the Financial Markets will, within one month of receipt of the
notification, as referred to in the first paragraph, notification thereof to the supervisory
institution of the Member State where the mortgage broker intends to conduct his business
exercise or provide services from a branch. The Netherlands Authority for the Financial Markets
sends a copy of the notification to the relevant mortgage broker

Page 194

credit.
Section 2.3.6. Insurance brokerage verzekering
§ 2.3.6.1. Branch and provision of services to another Member State
Article 2:125
1.

An insurance broker with registered office in the Netherlands who has a license as
referred to in Section 2:80(1) has and intends to transfer from a Member State in another Member State
located branch to mediate in insurance, the Netherlands Authority for the Financial Markets
knowledge of his intention.

2.

The notification referred to in the first paragraph shall be made stating by or pursuant to
information to be determined by order in council.

3.

No later than one month after receipt of the data referred to in the second paragraph, the
Netherlands Authority for the Financial Markets forward this information to the supervisory authority of the
Member State where the insurance intermediary intends to mediate in
insurance, unless the business or financial position of the intermediary is in
insurance is not sufficient. If the data is not forwarded to the
the supervisory authority concerned informs the Authority for the Financial Markets of this
insurance broker.

4.

The Netherlands Authority for the Financial Markets informs the insurance broker that the
supervisory authority of the Member State where the mediator intends to mediate
in insurance has received the data.

5.

Insofar as applicable, the Netherlands Authority for the Financial Markets will notify you within one month
the notification referred to in the fourth paragraph, the insurance intermediary the conditions
for reasons of public interest that apply to mediating in
insurance in the Member State concerned.

6.

An insurance broker may, one month after receipt of the notification,
referred to in the fourth paragraph, or as soon as he has received the notification referred to in the fifth paragraph,
proceed to mediate in insurance from a situated in another Member State
branch.

7.

An insurance broker reports changes to the information
provided pursuant to the second paragraph, at least one month before the change is implemented
to the Netherlands Authority for the Financial Markets.

8.

The Netherlands Authority for the Financial Markets will immediately after receipt of the changes,
referred to in the seventh paragraph, notification thereof to the supervisory authority of the
Member State concerned.

Article 2:125a

1.

2.

An insurance broker with registered office in the Netherlands who has a license as
referred to in Section 2:80(1) has and intends to carry out
services to another Member State in insurance, the Netherlands Authority for the Financial
Markets informed of its intention.
The notification referred to in the first paragraph shall be made stating by or pursuant to

Page 195

information to be determined by order in council.
3.

No later than one month after receipt of the data referred to in the second paragraph, the
Netherlands Authority for the Financial Markets forward this information to the supervisory authority of the
Member State where the insurance intermediary intends to mediate in
insurances.

4.

The Netherlands Authority for the Financial Markets informs the insurance broker that the
supervisory authority of the Member State where the mediator intends to mediate
in insurance has received the data and, if applicable, shares the website
also where information can be found about the conditions for reasons of public interest
applicable to insurance brokerage in the Member State concerned.

5.

The insurance intermediary may proceed with insurance brokerage after
receipt of the notification referred to in the fourth paragraph.

6.

An insurance broker reports changes to the information
provided pursuant to the first paragraph, at least one month before the change is implemented
to the Netherlands Authority for the Financial Markets.

7.

The Netherlands Authority for the Financial Markets will immediately after receipt of the changes,
referred to in the sixth paragraph, notification thereof to the supervisory authority of the
Member State concerned.

Section 2.3.7. Reinsurance brokers
§ 2.3.7.1. Branch and provision of services to another Member State
Article 2:126
Articles 2:125 and 125a apply mutatis mutandis to
reinsurance intermediaries with their registered office in the Netherlands that have a license as referred to in Article
2:86(1) have and intend to operate from a branch located in another Member State lidstaat
or through the provision of services to another Member State
reinsurance brokers.
Section 2.3.8. Providing investment services and performing investment activities
§ 2.3.8.1. Branch and provision of services to another Member State
Article 2:126a
1.

A Dutch manager of an investment institution as referred to in part a of
the definition of the Dutch manager of an investment institution in Article 1:1 with a
license as referred to in Section 2:65 to which it is pursuant to Section 2:67a, subsection 2
authorized to carry out the activities or provide services referred to in that paragraph, it shall
intention to provide these activities or services for the first time in another Member State
perform or provide by means of the provision of services or from a
branch of the Netherlands Authority for the Financial Markets located in another Member State. The manager
hereby provide the following information:
a. the name of the other Member State; and
b. a program of activities in which it is stated in any case which activities
or services as referred to in Section 2:67a, subsection 2, he intends to provide or
grant in the other Member State.

Page 196

2.

Article 2:121d, second to ninth paragraphs, shall apply mutatis mutandis.

Article 2:127
1.

An investment firm with its registered office in the Netherlands that has a license as referred to in
Article 2:96 and a manager of a UCITS who has a license as referred to in Article
2:69b, first paragraph, opening words and part a, has and intends from one in another
branch located in the Member State to provide investment services or carry out investment activities
shall only do so if the Netherlands Authority for the Financial Markets
intention has agreed.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

The first and second paragraphs do not apply to UCITS managers who have
complied with Article 2:122, first paragraph.

4.

The first and second paragraphs apply mutatis mutandis to a
investment firm with its registered office in the Netherlands that has a license as referred to in Section 2:96
and intends to provide investment services through an affiliated
agent established in another Member State where it does not have a branch.

Article 2:128
1.

The Netherlands Authority for the Financial Markets agrees to an intention as referred to in Section 2:127,
unless, in view of the intention of the investment firm, its business operations or
financial position is not sufficient.

2.

The Netherlands Authority for the Financial Markets makes of its decision, as well as of the information as
referred to in Section 2:127, subsection 2, within three months of receipt of the application
notification to the supervisory authority, which in the relevant Member State as
contact person as referred to in Article 79(1) of the Financial Markets Directive
instruments 2014 has been designated. The Netherlands Authority for the Financial Markets will send a copy of
the notification to the investment firm.

3.

The notification referred to in the second paragraph also contains information about the
applicability of the investor compensation scheme.

4.

The Netherlands Authority for the Financial Markets shall, within two months of the notification, referred to:
in the third paragraph, the investment firm also states the conditions that the supervisory
authority of the other Member State to carry out the activities in
the Member State concerned.

5.

An investment firm reports intended changes with regard to
subjects for which information is provided pursuant to Section 2:127(2)
prescribed at least one month before the change is made to the
Authority for the Financial Markets. By or pursuant to an order in council, under
indication of the procedures to be followed, determining which changes are reported, which
information is provided and, if applicable, under what conditions the
amendments may be implemented.

6.

The Netherlands Authority for the Financial Markets shall notify the
changes and of changes with regard to the investor compensation scheme, referred to in

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the third paragraph, to the supervisory authority of the Member State concerned.
Article 2:128a
1.

A bank with its registered office in the Netherlands that uses a
has a license granted by the European Central Bank or the Dutch Central Bank,
enabling it to provide investment services, and which intends to operate in another een
Member State to provide investment services through a een established in another Member State
tied agent, will only do so if the Netherlands Authority for the Financial Markets
intention has agreed.

2.

The request for consent is made with a statement by or pursuant to a general
administrative order data to be determined.

3.

The Netherlands Authority for the Financial Markets agrees to an intention as referred to in the first paragraph
member, unless, in view of the intention of the bank, its business operations or financial position are not
is adequate. Before making a decision, the Netherlands Authority for the Financial Markets asks for advice
to the Dutch Central Bank.

4.

The Netherlands Authority for the Financial Markets makes of its decision, as well as of the information,
referred to in the second paragraph, within three months of receipt of the application notice
to the supervisory authority, which acts as a contact person in the relevant Member State as
referred to in Article 79, first paragraph, of the Markets in Financial Instruments Directive 2014 is
designated. The Netherlands Authority for the Financial Markets will send a copy of the notification to the
bank and the Dutch Central Bank.

5.

The Netherlands Authority for the Financial Markets shall, within two months of the notification, referred to:
in the fourth paragraph, the bank also states the conditions that the supervisory authority of the
other Member State to carry out the activities in the concerned
member state.

6.

The bank reports changes with regard to subjects covered by or pursuant to the
second paragraph, disclosure of data is prescribed to the Netherlands Authority for the Financial Markets. Bee
or pursuant to an order in council, stating the . to be followed
procedures, determine which changes are reported, which data are
provided and, if applicable, under what conditions the changes will be implemented
may be laid.

Article 2:129
1.

An investment firm with its registered office in the Netherlands that has a license as referred to in
Article 2:96 or a manager of a UCITS who has a license as referred to in Article
2:69b, first paragraph, opening words and part a, and who intends for the first time
to provide investment services through the provision of services or diensten
to carry out investment activities to another Member State or which in that Member State other
wishes to provide investment services or carry out other investment activities
other than for which the notification referred to in this paragraph has been made, shall only do so if:
a. she or he has notified her or his intention to the Netherlands Authority for the Financial
Markets stating the following data:
1°.
name, address, telephone and fax number and email address of the
investment firm respectively the manager of the UCITS and the name of the
contact;
2°.
the Member State concerned;
3°.
a program of activities which in any case includes:

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a.

investment services or ancillary services that it intends to provide or verlenen
the investment activities that she or he intends to carry out;
b.
the identity of the tied agent, if the investment firm
intends to provide the investment services through a tied agent
grant;
4°.
if applicable, the data referred to in Article 5 of the delegate
Commission Regulation (EU) 2017/1018 of 29 June 2016 supplementing
Directive 2014/65/EU of the European Parliament and of the Council laying down technical
regulatory standards specifying information provided by investment firms,
market operators and credit institutions must be provided (OJEU 2017, L 155);
and
b. the Netherlands Authority for the Financial Markets has notified the
supervisory authority of the Member State concerned.
2.

The Netherlands Authority for the Financial Markets will, within one month of receipt of the
notification, communication of the intention as well as of the data as referred to in the
first paragraph, under a, to the supervisory authority in the Member State concerned as
contact person as referred to in Article 79(1) of the Financial Markets Directive
instruments 2014 has been designated. The Netherlands Authority for the Financial Markets will send a copy of
the notification to the investment firm or the manager of a UCITS.

3.

An investment firm or manager of a UCITS reports intended changes
with regard to the information referred to in the first paragraph, at least one month before the
change will be passed on to the Netherlands Authority for the Financial Markets. By or pursuant to general
administrative order determines which changes are reported, which data welke
be provided, the procedure to be followed and, if applicable,
the conditions under which the amendments may be implemented.

4.

The Netherlands Authority for the Financial Markets shall notify the
changes to the regulatory body of the Member State concerned.

5.

The first and second paragraphs apply mutatis mutandis to banks with their registered office in
the Netherlands who, on the basis of a policy issued by the European Central Bank or the Dutch Central Bank,
authorized to provide investment services and which intend to
to provide investment services through a tied agent established in the Netherlands
to another Member State.

Article 2:129a
Article 2:129, with the exception of the first paragraph, part 1, under 3°, is of corresponding
application to investment firms:
a. having its registered office in a State whose legislation and supervision are recognized as equivalent
by the European Commission in accordance with Article 47(1) of the
regulation markets in financial instruments;
b. to which a license as referred to in Section 2:96 has been granted with due observance of the
conditions referred to in Section 2:99a, subsections 1 to 3; and
c. who intend to travel from a branch office in the Netherlands for the first time to
provide investment services to or conduct investment activities in another Member State
perform for eligible counterparties or professional investors within the meaning of
of Annex II, Section I, of the Markets in Financial Instruments Directive 2014.
§ 2.3.8.2. Branch in a non-Member State

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Article 2:130
1.

An investment firm with its registered office in the Netherlands that has a license as referred to in
Section 2:69b(1), opening words and under a, or Section 2:96 has and intends from
a State which is not a Member State to provide investment services to a branch or
carrying out investment activities will only do so if the Netherlands Authority for the Financial
Markets has agreed to the proposal. The application for consent is made under:
statement of information to be determined by or pursuant to an order in council.

2.

The Netherlands Authority for the Financial Markets agrees with the intention, unless, in view of the
intention of the investment firm, the conduct of business or the financial position of the
investment firm is not sufficient.

3.

The Netherlands Authority for the Financial Markets takes a decision within three months of receipt
of the application.

3. Part Prudential Supervision Financial Enterprises
Chapter 3.1. Preliminary provisions
Article 3:1
For the purposes of this Part and the provisions based on it:
a. the conclusion of an agreement that extends to fund formation to satisfy the
funeral arrangements for a natural person, deemed to have been entered into in the
conducting the business of a funeral expenses and benefits in kind insurer, if the insurance is
entered into by a funeral expenses and benefits in kind insurer and for this funeral expenses and benefits in kind insurer
does not involve any investment risk;
b. the management of a collective pension fund is regarded as the exercise of the
business of a life insurer, if it is conducted by a life insurer.
Article 3:1a
For the purposes of this Part and the provisions based on it, the European
Central Bank instead of the Dutch Central Bank, if this follows from Articles 4, 5 and 6
of the Banking Supervision Regulation.
Article 3:2
1.

The provisions of this part relating to the conduct of the business of a bank
does not apply to the making available to the public of redeemable
monies as a result of the offering of securities in the Netherlands in accordance with
the provisions of the Prospectus Regulation, by a company that ensures:
a. an unconditional guarantee for all obligations arising from the disposal
obtaining those monies issued by its parent company which is a
consolidated capital that is positive for the entire term of the guarantee
is;
b. an unconditional guarantee for all obligations arising from the disposal
obtaining those funds, issued by:
1°.
a bank that has received a credit card issued by the European Central Bank, the Dutch Central Bank or
is authorized by a regulatory body in another Member State; or
2°.
a bank with its registered office in a state to be designated by Our Minister that does not
is a Member State where the bank's business is supervised

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that provides adequate safeguards with regard to the interests that this part
aims to protect;
c. an agreement entered into by the company that makes the funds available
acquires with its parent company, which parent company obtains a consolidated
has equity that is positive during the entire term of the agreement,
under which agreement the unconditional obligation exists for the
parent company to ensure that the company that obtains the funds always
provide sufficient funds to meet its obligations.
2.

If there is an unconditional guarantee as referred to in the first paragraph,
under a or b, or of an agreement as referred to in the first paragraph, under c, is for
the inapplicability of the provisions of this part in relation to the
conducting the business of a bank requires that the parent company ensures that
the company that obtains the funds, its obligations arising
from obtaining those funds at any time. To the
condition that the parent company has issued an unconditional guarantee is
in any case paid if a bank guarantee has been provided.

3.

The first paragraph only applies if the company that transfers the funds to
obtains a decision, an amount corresponding to 95 percent or more of the
funds obtained by decision within the group to which it belongs. under a
concern is understood to mean the joint venture of a legal person and its
subsidiaries.

4.

Furthermore, the first paragraph only applies if the group referred to in the third
member, does not have as its main activity conducting the business of the company for its own account
making credit loans outside the group. If the concern does
main activity is the carrying on of the business of carrying out
credit loans outside the group, the first paragraph still applies if the
parent company or the person or persons with whom the funds have been deposited and are
in turn invests funds outside the group, is or are a bank that has a license or
to conduct the business of a bank, which is licensed by the
European Central Bank, De Nederlandsche Bank, a supervisory authority in a
other Member State or a supervisory authority in a designated by Our Minister
state that is not a Member State. The Minister may designate a state if it is supervised
exercised that provides adequate safeguards with regard to the interests that these
law seeks to protect.

5.

The enterprise to which the provisions of this part do not apply pursuant to
the first to fourth paragraph, is continuously able to demonstrate that the requirements are met
the conditions referred to in the first, second and third paragraph.

6.

If an enterprise, as referred to in the fifth paragraph, determines that the
conditions, referred to in the first, second or third paragraph, or provides or can reasonably
foresee that those conditions will not be met, it shall immediately inform
notification to the Dutch Central Bank.

7.

On request, the Dutch Central Bank may, in whole or in part,
for a certain period, grant an exemption from this article, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes which this article is intended to achieve
be achieved otherwise.

8.

If the Dutch Central Bank determines that the fourth paragraph is not complied with, or that
the company referred to in the fifth paragraph does not comply with that paragraph, the provisions of this part shall be
determined with regard to the conduct of the business of bank applicable from

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of the day following that determination or with effect from the day following the day
on which the Dutch Central Bank has irrevocably submitted the application, as referred to in the seventh paragraph
rejected, if that rejection becomes irrevocable at a later date than the determination
that the company does not comply with the fourth paragraph.
Article 3:3
Exemption from the provisions laid down pursuant to this part may be arranged by ministerial regulation
settlement companies, managers of an investment institution, managers of a UCITS,
investment institutions, investment firms, payment service providers, custodians,
electronic money institutions, holders of a license as referred to in Section 3:4,
UCITS, credit unions, premium pension institutions and insurers.
Article 3:4
1.

Anyone with registered office in the Netherlands who, not being a bank, makes his business of:
a. obtaining redeemable funds, other than from the public, and
of making credit loans for its own account; or
b. obtaining redeemable funds and for own account
making investments, not being credit exposures,

can apply for a license from the Dutch Central Bank to conduct that business.
Articles 2:12 and 2:13 apply mutatis mutandis, on the understanding that the
Nederlandsche Bank does not draw up a draft decision but grants a licence.
2.

To the person with a permit, granted on the basis of the first paragraph, what is
pursuant to the Capital Requirements Directive and by or pursuant to the Capital Requirements Regulation
with regard to credit institutions within the meaning of that Regulation, from
similar applications. Sections 2.3.2 and 3.5.5 and Chapter 3A.2 do not apply
application.

Chapter 3.2. Attracting repayable funds
Article 3:5
1.

2.

It is prohibited for anyone in the Netherlands to conduct a business of the public
attract, obtain or make available repayable funds
to have.
The first paragraph does not apply to:
a. banks that have been granted a by the European Central Bank or the Dutch Central Bank
have a license as referred to in Section 2:11(1) or 2:20, and banks having their registered office in
another Member State that conduct their business from a branch located in the Netherlands
or by providing services to the Netherlands and who have paid
to the provisions of Article 2:15 or 2:16 with regard to the performance of the
activities, referred to under 1 in Annex I to the Capital Requirements Directive;
b. banks with their registered office in another Member State that have received a certificate issued by the European Central Bank or the
regulatory body of that Member State has been authorized to
carrying on their business and who have complied with the requirements applicable in that other Member State
obligations for the provision of services to another Member State;
c. the Member States, as well as the regional or local authorities of the Member States;
d. attracting, obtaining or having at the disposal of repayable
monies as a result of the offering of securities in the Netherlands in accordance with

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what is stipulated in the prospectus regulation; and
e. risk underwriting entities; and
f. credit unions with registered office in the Netherlands.
3.
4.

Exemption from the first paragraph can be arranged by ministerial regulation.
De Nederlandsche Bank can grant an exemption on request, whether or not for a definite period of time
grant of subsection 1, if the applicant demonstrates that the interests pursued by this part deel
to be protected are adequately protected. By or pursuant to a general order of
rules can be set by the board to which the holder of an exemption must comply
and with regard to the granting of the exemption.

Chapter 3.2A. Acting as a guarantee or guarantee fund
Article 3:6
1.

It is prohibited for anyone without a license from the Dutch Central Bank or from
a supervisory authority of another Member State for conducting the business
of a non-life insurer in the Netherlands to act as a guarantee or guarantee fund.

2.

The first paragraph and the other provisions under this part with regard to the
conducting the business of a non-life insurer does not apply to guarantee or
guarantee funds that:
a. are under government supervision or can rely on a government agency
warranty provided; or
b. only offer guarantees or guarantees for the benefit of natural persons within
a closed circle:
1°.
which is precisely defined;
2°.
whose entry criteria are pre-determined, verifiable and not
result in the easy entry of non-circle
natural persons; and
3°.
within which those who are part of it at the time of the
offer guarantees or guarantees already existing legal relationship with the
guarantee or guarantee fund through which the guarantees or guarantees are provided, on
ground on which they can reasonably be aware of its financial
status.

3.

Exemption from the first paragraph and the can be arranged by ministerial regulation
provisions pursuant to this part in relation to the conduct of the business of
non-life insurer through guarantee or guarantee funds.

Chapter 3.3. Rules for operating in the financial markets
Section 3.3.1. Prohibition of the use of the word «bank»
Article 3:7
1.

2.

It is prohibited for anyone to use the word «bank» or any translations or forms thereof
in his name or in the course of his business, unless in such connection
that it clearly shows that he is not active in the financial markets.
The first paragraph does not apply to:
a. financial institutions that have a certificate of supervision as referred to in

Page 203

Section 3:110 or who have complied with the provisions of Section 2:25 or 2:26 with regard to
to perform activities as referred to in Annex I to the Directive
capital requirements from a branch or by means of carrying out
of services;
b. banks that have been issued by the European Central Bank, the Dutch Central Bank or the
regulatory authority of another Member State has been authorized for the
conducting the business of a bank; and
c. representative organizations of supervised banks or financial institutions
settings.
3.
4.

Exemption from the first paragraph can be arranged by ministerial regulation.
De Nederlandsche Bank can grant an exemption on request, whether or not for a definite period of time
grant of paragraph 1, if the purposes which this article is intended to achieve otherwise
are being reached. Rules may be laid down by or pursuant to an order in council
with which the holder of an exemption must comply and with regard to the
granting the exemption.

Section 3.3.2. Suitability, reliability and integrity en
§ 3.3.2.1. Financial companies with registered office in the Netherlands
Article 3:8
1.

The day-to-day policy of a settlement company, payment institution, clearing institution,
electronic money institution, underwriting entity, bank, credit union,
premium pension institution, insurer or exchange institution with its registered office in the Netherlands
determined by persons suitable in connection with the conduct of the business of the
financial company. If a body within the financial undertaking is charged with
supervision of the policy and general affairs of the financial undertaking, is
this supervision is carried out by persons who are suitable for the exercise of this supervision. The
The suitability requirement referred to in this paragraph applies mutatis mutandis to persons
working under the responsibility of a bank, credit union or insurer with its registered office in
Netherlands, who fulfill a managerial position directly below the echelon of the
policymakers and are responsible for natural persons whose activities the
materially affect the company's risk profile.

2.

Rules may be laid down by ministerial regulation with regard to a
persons as referred to in the first paragraph to take an oath in the context of suitability or
promise .

3.

The composition and functioning of the board and, where present, of the
body charged with supervising the policy and general affairs of a
bank, complies with the provisions of Article 91 of the Capital Requirements Directive, with
provided that:
the provisions of paragraphs 3 to 6 of that article apply if a indien
bank is significant;
b. Articles 132a, 142a, 242a and 252a of Book 2 of the Dutch Civil Code do not apply
apply to significant banks as referred to in subparagraph a; and
c. for the application of the provisions of the third paragraph of Article 91 of the Directive as
executive directorship are considered the positions of director and of
executive director, if the management duties of a legal person are divided over
executive directors and non-executive directors, and as non-executive
management position are considered to be the positions of supervisory director and of non-executive

Page 204

director, if the management duties of a legal person are divided among executive
directors and non-executive directors.
4.

It is determined by or pursuant to an order in council when a bank,
given its size, internal organization and nature, scale and complexity of
activities, is significant and further rules may be laid down regarding the
suitability of the persons referred to in the first paragraph, as well as the composition and
functioning of the board and of the body charged with supervision, referred to in the third paragraph,
salutation.

Article 3:9
1.

The policy of a settlement company, payment institution, clearing institution,
electronic money institution, underwriting entity, bank, credit union,
premium pension institution, insurer or exchange institution with its registered office in the Netherlands
determined or partly determined by persons whose reliability is beyond doubt. In the event that
within the financial undertaking, a body is charged with supervising the policy and
general state of affairs of the financial undertaking, this supervision is supervised by
persons whose reliability is beyond doubt. The referred to in this paragraph
reliability requirement applies mutatis mutandis to persons working under
responsibility of a bank, credit union or insurer with its registered office in the Netherlands, which
fulfill a managerial position directly below the echelon of the policymakers and
are responsible for natural persons whose activities affect the risk profile of the
can significantly affect the company.

2.

The reliability of a person as referred to in the first paragraph is beyond doubt
once approved by a regulator for the purposes of this Act
established, so long as a change in the relevant facts or circumstances does not constitute a reasonable
gives rise to a new assessment.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the way in which it is established whether the reliability of a person as referred to in
the first paragraph is beyond doubt and which facts and circumstances are taken into account
be taken as well as in respect of crimes which, if committed by those
person, with a view to the interests which the law seeks to protect, until the determination
lead to the credibility of that person being beyond doubt.

Article 3:10
1.

A settlement company, payment institution, clearing institution, electronic money institution,
entity for risk acceptance, bank, credit union, premium pension institution, insurer or
exchange institution with its registered office in the Netherlands pursues an adequate policy that ensures integrity
of its or its company respectively. This means that:
a. conflicts of interest are prevented;
b. it is prevented that the financial undertaking or its employees commit criminal offenses or
commit other violations of law that affect confidence in the financial undertaking or in
could harm the financial markets;
c. it is prevented that because of its clients' confidence in the financial
company or in the financial markets may be harmed; and
d. prevent other actions by the financial undertaking or its
employees are carried out in such a way as to contravene what is
unwritten law befits social intercourse, which means that the
confidence in the financial undertaking or in the financial markets can become serious
harmed.

Page 205

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the minimum conditions to which the policy referred to in the first paragraph must be
comply.

3.

A financial undertaking as referred to in the first paragraph provides to the Dutch
Bank information to be determined by order in council on related incidents
take into account the subjects referred to in the first paragraph.

4.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant an exemption from the provisions pursuant to the second paragraph if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

§ 3.3.2.2. Financial undertakings domiciled in a non-Member State
Article 3:11
Articles 3:8, 3:9 and 3:10 apply mutatis mutandis to
branches of banks having their registered office in a non-Member State.
Article 3:12
Articles 3:8, 3:9 and 3:10 apply mutatis mutandis to
branches of life insurers or non-life insurers, not being insurers with
limited risk size, having its registered office in a non-Member State.
§ 3.3.2.2a. Financial undertakings domiciled in a designated state
Article 3:12a
Articles 3:9, with the exception of the first paragraph, third sentence, and 3:10 are of
mutatis mutandis to branches of exchange institutions located in the Netherlands with
seat in a designated state.
§ 3.3.2.3. Financial corporations domiciled in a non-designated state
Article 3:13
Articles 3:8, 3:9 and 3:10 apply mutatis mutandis to
branches of clearing houses domiciled in a non-designated state, of entities for
underwriting of risk having its registered office in a non-designated state and reinsurers having its registered office in a
non-designated state, provided that Section 3:8, third sentence, and Section 3:9, third
sentence, only apply to branches of reinsurers located in the Netherlands
having its registered office in a non-designated state.
Article 3:13a
1.

Articles 3:8 and 3:9 apply mutatis mutandis to
branches of settlement companies having their registered office in a non-designated state.

2.

Article 3:10 applies mutatis mutandis to settlement companies having their registered office in
a non-designated state that conducts their business from branches located in the Netherlands
or by providing services to the Netherlands.

Page 206

Article 3:14
Articles 3:8, 3:9 and 3:10 apply mutatis mutandis to insurers with limited
risk size domiciled in a non-designated state that conduct their business from in
branches located in the Netherlands.
Article 3:14a
Articles 3:9, with the exception of the first paragraph, third sentence, and 3:10 are of
mutatis mutandis to foreign exchange institutions having their registered office in a non-designated state that
conduct their business from branches located in the Netherlands.
Section 3.3.3. Structuring and layout
§ 3.3.3.1. Financial companies with registered office in the Netherlands
Article 3:15
1.

At least two natural persons determine the day-to-day policy of a
settlement company, payment institution, a clearing institution, electronic money institution,
bank, credit union, premium pension institution or insurer with its registered office in the Netherlands.

2.

The persons who conduct the day-to-day policy of a financial undertaking as referred to in the
first paragraph, perform their activities in connection therewith from the Netherlands.

3.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, granting an exemption from the first paragraph to a settlement company, a
clearing institution or insurer if the applicant demonstrates that this is not reasonably
can be met and that the purposes which paragraph 1 is intended to achieve otherwise
are being reached.

Article 3:16
1.

A settlement company, payment institution, clearing institution, electronic money institution,
entity for risk acceptance, bank, credit union, premium pension institution or insurer with
registered office in the Netherlands is not associated with any person in any formal or factual form
control structure that is opaque to such an extent that it hinders
constitutes or may constitute for the adequate supervision of those financial
company.

2.

The payment institution, bank, credit union, electronic money institution, entity for risk
acceptance, reinsurer, life insurer, premium pension institution, non-life insurer
is not affiliated with any person in a formal or de facto control structure if it
law of a non-Member State applicable to such persons
constitutes or may constitute an obstacle to the adequate supervision of those financial
company.

3.

The settlement company, clearing institution or funeral expenses-in-kind insurer is not
persons associated in a formal or de facto control structure if the right of
another state, which is applicable to such persons, constitutes or may impede
for the adequate supervision of that financial undertaking.

Article 3:17
1.

A settlement company, payment institution, clearing institution, electronic money institution,

Page 207

entity for risk acceptance, bank, credit union, premium pension institution, insurer or
exchange institution with its registered office in the Netherlands organizes its business operations in such a way that it
safeguards the controlled and ethical conduct of its or its business.
2.

Rules are laid down by or pursuant to an order in council with regard to
to the first member. These rules relate to:
a. managing business processes and business risks;
b. integrity, which is understood to mean counteracting:
1°.
conflict of interest;
2°.
committing criminal offenses or other violations of law by the financial
company or its employees, who have lost confidence in the financial undertaking or
in the financial markets;
3°.
relationships with clients who lack confidence in the financial undertaking or in the
can harm financial markets; and
4°.
other acts by the financial undertaking or its employees acting on
in such a way against what according to unwritten law in the
befits social intercourse, that as a result, confidence in the financial
company or in the financial markets could be seriously harmed;
c. the soundness of the financial undertaking, which is understood to mean:
1°.
managing financial risks;
2°.
managing other risks that affect the soundness of the financial undertaking
can affect;
3°.
ensuring the maintenance of the required financial guarantees;
4°.
with regard to a bank or an investment firm as referred to in Article
3A:2, subparagraph b, or an insurer, other than a limited risk insurer
scope, drawing up, maintaining and executing a recovery plan or
a preparatory crisis plan, which provides for measures that enable the company
propose to restore its financial position after a significant deterioration; and
5°.
other subjects to be determined by order in council;
d. with regard to banks, investment firms and financial institutions that
statement of supervision order as referred to in Section 3:110 have an administration
which is such that it does not or may not hinder the performance of the
deposit guarantee scheme or the investor compensation scheme;
e. with regard to settlement companies, banks, payment institutions and
electronic money institutions, ensuring the proper functioning of the
payment transactions.

2a.

Standards are set by or pursuant to an order in council for
clearing houses, banks, payment institutions and electronic money institutions
guaranteeing the proper functioning of the payment system. These standards see at least
on the secure settlement of payment transactions and the functioning of the
necessary infrastructure at these companies.

3.

Without prejudice to Article 4:14, the second paragraph, opening words and part c, of corresponding
applicable to managers with registered office in the Netherlands of a UCITS, investment firms
with registered office in the Netherlands who provide investment services or perform investment activities in
Netherlands, custodians with their registered office in the Netherlands, Dutch administrators of a
investment institution and pension custodians that are affiliated with a pension fund or
premium pension institution with its registered office in the Netherlands.

4.

The second paragraph, preamble and part c, applies mutatis mutandis to entities
as referred to in Article 3A:2, parts c to g.

5.

On request, the Dutch Central Bank may, in whole or in part,

Page 208

for a fixed period, grant an exemption from the provisions pursuant to the second paragraph if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved, unless it is
the second paragraph relates to the provision of an investment service or the provision of
of an investment activity or ancillary service.
6.

A bank keeps records that are such that it does not constitute or can
in the implementation of the deposit guarantee scheme. She makes use of the
social security number of a depositor and, if applicable, of his/her
legal representative or, in the case of a legal person, its legal representative
representative in the interest of the payment of the compensation within the
Article 3:261, second paragraph, fixed term, the determination of the . pursuant to Article 3:262
contributions, and supervision of compliance with the provisions set out in the first sentence of this paragraph
commitment.

7.

Rules are laid down by or pursuant to an order in council with regard to
to the access of payment service providers to the personal data of
payment service users.

8.

The nomination for an order to be adopted pursuant to the seventh paragraph
of the board is made no earlier than four weeks after the design has been submitted to both chambers
of the States General has been submitted.

Article 3:17a
[Expired as of 01-01-2016]
Article 3:17b
1.

A settlement company, payment institution, clearing institution, electronic money institution,
entity for risk acceptance, credit union, premium pension institution or insurer with registered office
in the Netherlands has procedures and measures in place that guarantee that natural
persons who work in the Netherlands under its responsibility and whose
activities that could materially affect the risk profile of the company or that
directly engaged in the provision of financial services, an oath or affirmation
take off.

2.

A bank with its registered office in the Netherlands has procedures and measures in place that
guarantee that natural persons living in the Netherlands under its responsibility
employed take an oath or affirmation if they:
a. have an employment contract with the bank; or
b. perform activities that are part of or arising from the exercise of
the banking business or form part of the essential business processes in
support thereof.

3.

A financial enterprise as referred to in the first or second paragraph shall ensure that:
that the oath or affirmation referred to in that paragraph is observed.

4.

The first and second paragraphs do not apply to natural persons as referred to in
Article 3:8 who already take an oath or affirmation in the context of suitability.

5.

Further rules can be laid down by ministerial regulation with regard to the oath
or promise, referred to in the first or second paragraph.

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Article 3:17c
1.

A bank with its registered office in the Netherlands ensures that compliance with the
pursuant to Articles 3:10 and 3:17 and the rules laid down therein for natural persons
the resulting integrity and due care standards within the bank is guaranteed in a
disciplinary procedure to which the referred to in Articles 3:8 and 3:17b, second paragraph,
natural persons employed by or under the responsibility of the bank
subject and the application and execution of which have been entrusted to a
independent and expert external body.

2.

The disciplinary regulation referred to in the first paragraph furthermore complies with the following:
requirements:
the size of the group of natural persons to which the scheme applies,
is of sufficient significance; and
b. the regulation provides for adequate guarantees for due process.

3.

Further rules may be laid down by or pursuant to an order in council
with regard to a disciplinary regulation as referred to in the first paragraph
requirements.

Article 3:18
1.

If a financial enterprise with its registered office in the Netherlands outsources activities
to a third party, the financial undertaking ensures that this third party
this part relating to those activities at the outsourcing financial undertaking
comply with applicable rules.

2.

A settlement company, payment institution, clearing institution, electronic money institution,
entity for risk acceptance, bank, credit union, premium pension institution, insurer or
exchange institution spends activities to be designated by order in council
not off.

3.

By or pursuant to an order in council:
a. in connection with the supervision of compliance with the provisions under this part,
rules laid down with regard to the outsourcing of activities by financial
enterprises;
b. rules are set with regard to the management of risks related to
with the outsourcing of activities by settlement companies, payment institutions,
clearing houses, electronic money institutions, underwriting entities, banks,
credit unions, premium pension institutions, insurer or exchange institution; and
c. rules are laid down with regard to the transactions between a settlement company,
payment institution, clearing institution, electronic money institution, risk acceptance entity,
bank, credit union, premium pension institution, insurer or exchange institution and the third party
conclude an agreement with regard to the outsourcing of work.

Article 3:18a
1.

De Nederlandsche Bank periodically evaluates, in accordance with the technical criteria,
referred to in Article 98 of the Capital Requirements Directive, of banks with their registered office in the Netherlands and
of investment firms within the meaning of the Capital Requirements Regulation having their registered office in
the Netherlands, if they provide investment services or perform investment activities in
the Netherlands, the way in which business operations are organised, liquidity and solvency,

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considering:
a. the size and nature of the current and possible future risks for the bank or
investment firm;
b. the risk that a bank or investment firm poses to the stability of the
financial system, taking into account the identification and measurement of systemic risk,
referred to in Article 23 of Regulation (EU) No 1093/2010 of the European Parliament and
the Council of 24 November 2010 establishing a European supervisory
authority (European Banking Authority), amending Decision No 716/2009/EC and
repeal of Commission Decision 2009/78/EC (OJEU 2010, L 331), or with the
recommendations of the European Systemic Risk Board;
c. the risks identified during stress testing, taking into account the nature,
size and complexity of the activities.
2.

On the basis of the evaluation referred to in the first paragraph, the Dutch Central Bank assesses
or the way in which the business operations are organized and the liquidity held and
regulatory capital, sound management and solid coverage of financial risks
guarantee.

3.

De Nederlandsche Bank adjusts the frequency and scope of the evaluation to the
nature, size and complexity of the bank or investment firm and the importance of the
activities of the relevant financial undertaking for the financial system.

4.

De Nederlandsche Bank updates the evaluation of banks and
investment firms where the research program referred to in Article 99, second paragraph,
of the Capital Requirements Directive, at least once a year.

5.

For the purpose of the evaluation, the Dutch Central Bank conducts at least once a year
a stress test.

Article 3:18b
1.

The Dutch manager of an investment institution demonstrates that the
leverage limits that he sets for the investment funds he manages
reasonable and that he adheres to these limits at all times. The Dutch Central Bank states
upper limits set by a Dutch manager of an investment institution
leverage applied, or the manager imposes other restrictions on
to manage an investment institution, if this is deemed necessary to ensure the stability
of the financial system.

2.

Not later than ten days before the measures referred to in the first paragraph are deemed to be in
to enter into force, the Dutch Central Bank proposes to the European Systemic Risk Board, the
European Securities and Markets Authority and, where appropriate, the
duly inform the investment institution of the competent supervisory authorities.

3.

The notification referred to in the second paragraph shall in any case include: a.
a. a detailed description of the proposed measure;
b. the reasons for the proposed measure; and
c. the intended date of entry into force of the measure.

4.

5.

In exceptional circumstances, the Dutch Central Bank may deviate from the period,
referred to in the second paragraph.
If the Dutch Central Bank deviates from the advice of the European Authority for

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securities and markets with regard to the measures referred to in paragraph 1, it shall establish the
European Securities and Markets Authority motivated and informed.
6.

Rules may be laid down by or pursuant to an order in council with
relating to the first paragraph.

Article 3:19
1.

A clearing institution or bank with its registered office in the Netherlands that is a public limited company or
is a private company with limited liability, or an insurer with
registered office in the Netherlands that is a public limited company or European company has a
a supervisory board consisting of at least three members as referred to in Articles 140,
250 respectively, of Book 2 of the Civil Code.

2.

A clearing institution or bank with its registered office in the Netherlands that is not a public limited company
or a private limited company, has one of at least three
existing body that performs a task comparable to that of a supervisory board
has.

3.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant exemption from the first or second paragraph if the applicant demonstrates
that this cannot reasonably be achieved and that the purposes pursued by this article
to be achieved otherwise.

Article 3:19a
A premium pension institution with its registered office in the Netherlands has the legal form of public limited liability company
company, private limited company, foundation or European
limited company.
Article 3:20
An insurer with its registered office in the Netherlands has the legal form of a limited liability company,
mutual insurance association or European company.
Article 3:20.0a
Notwithstanding Article 38, first and third paragraph, of Book 2 of the Dutch Civil Code, in the
statutes of a credit union to a person not more than ten percent of the total number
votes are awarded.
§ 3.3.3.1a. Financial undertakings established in another Member State
Article 3:20a
1.

2.

A payment service provider with its registered office in another Member State or a
electronic money institution with its registered office in another Member State that carries on its business from a
branch located in the Netherlands or by providing services to
the Netherlands or provides payment services through the intermediary of a
active payment service agent, must have a
authority of that Member State for that purpose.
Article 1:107, second paragraph, does not apply.

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Article 3:20b
An underwriting entity, reinsurer, bank, life insurer or
non-life insurer, not being an insurer with a limited scope of risk, having its registered office in a
another Member State that carries on its or its business from a location in the Netherlands
branch or services provided to the Netherlands must be authorized in that Member State to
conducting that business.
§ 3.3.3.2. Financial undertakings domiciled in a non-Member State
Article 3:21
1.

At least two natural persons determine the day-to-day policy of a person in the Netherlands
branch of a bank having its registered office in a non-Member State.

2.

The persons who follow the day-to-day policy of a branch as referred to in the first paragraph
determine, carry out their activities in connection therewith from the Netherlands.

Article 3:22
Articles 3:17, second paragraph, preamble and part c, third paragraph, and 3:18, first and third paragraph,
preamble and part a, apply mutatis mutandis to investment firms with
registered office in a non-Member State providing investment services or activities
in the Netherlands and custodians with their registered office in a non-Member State who are
associated with a non-European fund managed by a Dutch manager
investment institution.
Article 3:23
1.

Articles 3:17, 3:17b and 3:18 apply mutatis mutandis to in the Netherlands
located branches of life insurers or non-life insurers, not being insurers
with limited risk size, having its registered office in a non-Member State.

2.

Articles 3:17 and 3:18 apply mutatis mutandis to banks having their registered office in
a state that is not a Member State.

3.

Articles 3:17b and 3:17c apply mutatis mutandis to in the Netherlands
branches of banks having their registered office in a non-Member State.

Article 3:24
A life insurer or non-life insurer, not being an insurer with limited risk
size, having its registered office in a non-Member State that carries on its business from an in
Netherlands branch or services provided to the Netherlands:
a. is a legal person under the law of the State of its seat;
b. is authorized in the state of its registered office to conduct the business of
life insurer or the business of non-life insurer; and
c. actually conducts this business from its registered office in that state.
§ 3.3.3.2a. Financial undertakings domiciled in a designated state
Article 3:24.0a
Articles 3:15, 3:16, 3:17, insofar as Article 3:17 relates to adequate financial

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safeguards and procedures for managing settlement risks, and 3:17b are of
mutatis mutandis to settlement companies established in a designated state that
conduct their business towards clients with whom they are not connected in a group from an in
Netherlands branch.
Article 3:24.0b
[Expired as of 01/04/2016]
Article 3:24a
Articles 3:17 and 3:18 apply mutatis mutandis to
branches of exchange institutions having their registered office in a designated state.
§ 3.3.3.3. Financial corporations domiciled in a non-designated state
Article 3:24aa
1.

Articles 3:15, first and third paragraph, and 3:16, first and third paragraph, are of
mutatis mutandis to settlement companies in a non-designated state that
conduct their business by providing services to the Netherlands.

2.

Articles 3:15 and 3:16, paragraphs 1 and 3, apply mutatis mutandis to in
Branches located in the Netherlands of settlement companies having their registered office in a non-designated
state.

Article 3:24b
Articles 3:16, 3:17, first and second paragraph, with the exception of part c, under 4°, and
3:17b apply mutatis mutandis to branches of entities located in the Netherlands
for risk acceptance with registered office in a non-designated state.
Article 3:24c
Articles 3:15, 3:16, 3:17, first and second paragraph, with the exception of part c, under 4° and
3:18 apply mutatis mutandis to branches of
reinsurers domiciled in a non-designated state.
Article 3:25
Articles 3:17 and 3:18 apply mutatis mutandis to settlement companies with
registered office in a non-designated state who conduct the business through the conduct of
services to the Netherlands.
Article 3:26
Articles 3:17, 3:17b and 3:18 apply mutatis mutandis to
branches of settlement companies established in a non-designated state and insurers
limited risk domiciled in a non-designated state carrying on their business
from branches located in the Netherlands.
Article 3:27
Articles 3:17, 3:18, 3:20a and 3:21 apply mutatis mutandis to

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clearing houses domiciled in a non-designated state.
Article 3:27a
Article 3:17b applies mutatis mutandis to branches of
clearing houses domiciled in a non-designated state.
Article 3:28
Section 3:24 applies mutatis mutandis to risk acceptance entities having their registered office in
a non-designated state, reinsurers domiciled in a non-designated state or
limited risk insurers domiciled in a non-designated state that conduct their business
from branches located in the Netherlands or by means of
services to the Netherlands.
Section 3.3.4. Other provisions
§ 3.3.4.0. Notification Obligations
Article 3:28a
1.

A central counterparty as referred to in Regulation (EU) No 648/2012 of the European
Parliament and Council of 4 July 2012 on OTC derivatives, central counterparties and
trade repositories (OJEU 2012, L 201) notifies the Dutch Central Bank in writing of
the intention to make a substantial change in the way in which it implements the
Articles 26 to 35 and 40 to 54 of that Regulation.

2.

A central securities depository as referred to in the Central Regulation
securities depositories shall notify the Dutch Central Bank in writing of the
intends to substantially change the way in which it implements the
Articles 39 to 47, 54 and 59 of that Regulation.

3.

By or pursuant to an order in council, stating the
follow procedures, determine what changes are notified, what data
are provided therewith and, if applicable, under what conditions the changes
be implemented.

Article 3:29
1.

A settlement company, payment institution, clearing institution, electronic money institution,
underwriting entity, financial institution, bank, credit union,
premium pension institution, insurer, not being an insurer with limited risk
size, or exchange institution with its registered office in the Netherlands gives notice of changes with
with regard to subjects about which pursuant to Section 2:3.0d(1), 2:3b, 2:5(2),
2:10b, second paragraph, 2:12, fourth paragraph, 2:13, second paragraph, 2:26b, third paragraph, 2:31, third paragraph, 2:32,
second paragraph, 2:33, second paragraph, 2:49, second paragraph, 2:54b, third paragraph, 2:54h, first and second paragraph,
2:54j, second paragraph, 2:54p, second paragraph, 2:107, second paragraph, 2:108, third paragraph, 2:111, second paragraph,
2:112, second paragraph, 2:115, second paragraph, 2:117, third paragraph, 2:118, second paragraph, 2:120, second paragraph,
2:121, second paragraph, provision of data is prescribed, to the Dutch
Bank.

2.

A settlement company, clearing house, risk acceptance entity, financial
institution, bank or insurer, not being an insurer with a limited scope of risk, with
registered office in the Netherlands, without prejudice to the first paragraph, gives notice of changes with regard to
to subjects about which pursuant to Section 2:106.0a, subsection 2, 2:108, subsection 2, 2:112,

Page 215

second paragraph, or 2:115, second paragraph, provision of data is prescribed, to the
supervisory authority of the Member State where the financial undertaking conducts its business
from a branch office.
3.

By or pursuant to an order in council, stating the
follow procedures, determine what changes are notified, what data
are provided therewith and, if applicable, under what conditions the changes
may be implemented.

§ 3.3.4.1. Financial companies with registered office in the Netherlands
Article 3:29a
1.

A payment institution or an electronic money institution with its registered office in the Netherlands
funds received or received from payment service users or other
payment institutions or electronic money institutions on a by or pursuant to a general order
management in a certain way.

2.

An electronic money institution with its registered office in the Netherlands sets the funds that are or
have been received in exchange for electronic money on a by or pursuant to order of
rule in a certain way.

3.

The first paragraph does not apply if a payment institution only provides payment services
provides as referred to under 7 and 8 of the Annex to the Payment Services Directive.

Article 3:29b
If a payment institution, electronic money institution or credit union with its registered office in the Netherlands also
performs activities that are not related to the provision of payment services, the
issuing electronic money, respectively the credit union company, the
Dutch Central Bank oblige the payment institution, electronic money institution or credit union that
to have activities performed by a separate legal entity if the performance of those
activities adversely affect or threaten to harm:
a. the financial soundness of the payment institution or the electronic money institution, or
b. supervising compliance with this law.
Article 3:29c
1.

A payment institution or electronic money institution with its registered office in the Netherlands will only
to payment accounts that are used solely for payment transactions.

2.

Funds that a payment institution or electronic money institution with its registered office in the Netherlands
receives from payment service users in connection with the provision of payment services, are, in
deviation from article 1:1, no repayable funds.

3.

Funds received by an electronic money institution in exchange for
electronic money, notwithstanding Article 1:1, are not repayable funds.

4.

Rules are laid down by or pursuant to an order in council with regard to
to provide the services referred to under 4 and 5 of the Annex to the Payment Services Directive
credits by payment institutions or electronic money institutions with their registered office in the Netherlands.

Article 3:30

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1.

2.

A bank or insurer, not being an insurer with a limited scope of risk, with
registered office in the Netherlands leading to the dissolution or complete or partial liquidation of its or
his company has decided to consult the Dutch Central Bank about the way in which the
dissolution or liquidation, respectively, will take place at least thirteen weeks before
the decision is implemented.
The Dutch Central Bank may shorten the term referred to in the first paragraph.

3.

De Nederlandsche Bank is regarded as an interested party within the meaning of Article
23, second paragraph, of Book 2 of the Dutch Civil Code.

4.

In the event that a financial undertaking as referred to in the first paragraph decides to dissolve and
does not have legal personality, the provisions of Articles 19, paragraph 4, 23, first and
second paragraph, 23a, first paragraph, and 23c of Book 2 of the Civil Code of
similar applications. For the purposes of Articles 23, paragraph 1, and 23a,
first paragraph, of Book 2 of the Dutch Civil Code, the managing partners apply as
directors and the company agreement applies as articles of association.

Article 3:31
A bank with its registered office in the Netherlands that is a subsidiary of a bank with its registered office in a
State which is not a Member State, State in the State where the latter bank has its registered office
adequate consolidated supervision.
Article 3:32
It is a bank with its registered office in the Netherlands that has a license for the exercise of the
bank's business is permitted to carry out the activities referred to in Annex I to the Directive
capital requirements, unless expressly provided otherwise in the licence.
Article 3:33
If a financial enterprise with its registered office in the Netherlands has a license for the
conduct the business of a bank and this license does not include the granting of
investment services or the performance of investment activities, it may be an extension of the
apply for a permit with these activities, if she ensures and demonstrates that compliance is carried out
to the provisions pursuant to Articles 4:91a, with regard to the requirements applicable to the
trading process and the settlement of transactions in a multilateral trading facility if the
the applicant intends to operate a multilateral trading facility, 4:14, second paragraph,
part c, under 1° to 6° and 4:87 and with regard to the application of the
license.
Article 3:33a
1.

At the request of a bank with its registered office in the Netherlands, De Nederlandsche Bank decides to:
Classes of bonds issued or to be issued by that bank as well as the issuing
bank in a public register as referred to in Section 1:107(1), if the
bank shows:
a. that the bond is backed by assets which, if the issuing bank defaults,
be used in priority for the repayment of the principal and the payment of
interest on the bond; and
b. that the rules to be set by or pursuant to an order in council are complied with
to ensure that payment on registered covered bonds is made in adequate,
transparent and responsible manner.

Page 217

2.

An issuing bank as referred to in the first paragraph shall ensure that the
registered covered bonds that it has issued continue to comply with paragraph 1,
parts a and b.

3.

De Nederlandsche Bank shall state in the register referred to in Section 1:107(1) and
third paragraph, part p, whether a class of registered covered bonds complies with Article
129 of the Capital Requirements Regulation. If the issuing bank does not provide sufficient information
to determine this, the bonds are presumed not to comply with
Article 129 of the Capital Requirements Regulation.

4.

The Dutch Central Bank may decide to register the issuing bank, referred to in
the first paragraph, to be deleted if the issuing bank no longer complies with the rules,
referred to in the first paragraph, under b, or Article 3:33b, first or second paragraph.

5.

De Nederlandsche Bank may register an issuing bank or a category
refuse bonds as referred to in the first paragraph if they are with regard to that bank or by
that bank issued registered covered bonds has taken a decision as referred to
in the fourth paragraph and the issuing bank makes the request within five years after the
Nederlandsche Bank has taken the aforementioned decision.

6.

An issuing bank as referred to in the first paragraph shall not issue bonds
belonging to a pre-existing class of registered covered bonds if the
Nederlandsche Bank has canceled the registration of the issuing bank pursuant to
the fourth member.

7.

Further rules may be laid down by or pursuant to an order in council
with regard to the first and third paragraph.

Article 3:33b
1.

A bank provides the registered covered bonds that it intends to issue
or issued by it, timely information to the Dutch Central Bank to the
on the basis of which it can determine whether the issuing bank complies with the
Article 3:33a, first, second and seventh paragraph.

2.

A bank that has issued registered covered bonds issues to the
holders of those bonds information about the assets that serve to back them.

3.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the first and second paragraph.

Article 3:33c
1.

A bank or clearing institution acting as an intermediary within the meaning of Chapter 3b
of the Securities Giro Transactions Act ensures adequate administration of the
derivatives capital, in such a way that Article 49g, second paragraph, of that Act is complied with.

2.

In compliance with the first paragraph, the administration is kept in such a way and
the books, records and other data carriers are kept in such a way that
in any case at all times in a simple manner the rights and obligations that are part of
of the derivatives assets and the related client positions can
be known.

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Article 3:34
An electronic money institution does not issue electronic money through an agent.
Article 3:35
1.

As a payment service provider, anyone is prohibited from using a
settlement company with its registered office in a non-designated state that carries on its business by
through the provision of services to the Netherlands and which is not registered in the
register, referred to in Section 1:107, or to whom a prohibition as referred to in Section 2:3.0e, 2:3.0j or
2:3.0n has been imposed.

2.

The first paragraph does not apply to a payment service provider that is in a group groep
associated with the party providing the settlement services.

Article 3:35a
1.

A premium pension institution with its registered office in the Netherlands is funded on the basis of capital funding
funded.

2.

A premium pension institution with its registered office in the Netherlands is independent of any
sponsoring company or industry for which contribution plans are administered.

Article 3:36
1.

2.

It is a financial company with its registered office in the Netherlands that has a license for the
conducting the business of reinsurer, life insurer, funeral expenses and benefits in kind insurer,
premium pension institution or non-life insurer is prohibited from a company other than the
business for which the license has been granted.
Notwithstanding the first paragraph, it is:
a. insurers are allowed to engage in trading activities arising from their
insurance business and is it life insurers that have a license for the exercise
of the business of a life insurer, allowed the business of in-kind
to operate a funeral insurance company without a license for the exercise of the
company of funeral expenses and benefits in kind insurer;
b. life insurers, funeral expenses and benefits in kind insurers and non-life insurers are allowed to
to carry on the business of reinsurer in the activity of life reinsurance, in-kind
funeral reinsurance or non-life reinsurance respectively without a licence
for the conduct of the business of reinsurer in the relevant activity, with
provided that life insurers and non-life insurers conduct the business of
reinsurer only in respect of the risks of the classes
for which they are licensed;
c. premium pension institutions that have a license as referred to in Section 2:54g,
first paragraph, permitted to advise, mediate or act as an authorized agent
or sub-authorized agent in insurance in the Netherlands, insofar as it is up to them
is permitted under that license to advise, mediate or act as
authorized agent or sub-authorized agent in insurance.

3.

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It is a life insurer or a non-life insurer that has a license for the
carries on the business of life insurer or non-life insurer, respectively,
prohibited from conducting that business in any industry other than the industry or industries
for which the license has been issued.

4.

To a life insurer with its registered office in the Netherlands that has a license for the
General life insurance sector and which exclusively cover the business of
funeral insurer, the provisions governing the conduct of the business of
life insurer.

5.

To life insurers, funeral expenses and benefits in kind insurers or non-life insurers with registered office in
Netherlands who also carry on the business of reinsurer in the activity
life reinsurance, funeral in kind reinsurance or non-life reinsurance, respectively,
are the provisions relating to the conduct of the business of a life insurer, in-kind
funeral insurer or non-life reinsurer respectively apply, insofar as not
otherwise determined.

6.

By or pursuant to an order in council, notwithstanding the third paragraph,
determined which risks belong to a sector other than the sector or branches
for which there is a license to conduct the business of a non-life insurer
granted as ancillary risk, as well as which risks may not be insured as
additional risks may be combined with other industries.

Article 3:37
1.

A life insurer, funeral expenses and benefits in kind insurer or non-life insurer with registered office in
Netherlands that intends to operate its business from a branch office located outside the Netherlands
exercise, appoints a person as its representative.

2.

The representative has, with regard to the conduct of the business of heeft
life insurer or non-life insurer from the branches by operation of law all
powers that an insurer as referred to in the first paragraph has. He makes it into
in any case use if the Dutch Central Bank does so with a view to compliance with the
required under this part.

3.

If the representative is a legal person, he in turn designates a natural person
person who represents him to the exclusion of all others in the exercise of
its powers and in the fulfillment of its obligations.

4.

Articles 3:8, with the exception of the first paragraph, third sentence, and 3:9, with
exception of the first paragraph, third sentence, shall apply mutatis mutandis to the
person who is appointed as a representative of an insurer and on the natural
person referred to in the third paragraph.

Article 3:38
A non-life insurer with its registered office in the Netherlands is prohibited from insuring claims
caused by or arising out of armed conflict, civil war, insurrection, internal
riots, riots or mutinies that occur in the Netherlands. In marine, transportation, aviation and
travel insurance policies, however, it is permitted to insure risks of war in general
customary molestation clauses as long as the Dutch Central Bank has no objections to them
has brought forward.
Article 3:38a
It is a risk acceptance entity with its registered office in the Netherlands that is licensed to
performing its work is prohibited from carrying out any work other than the
activities for which the permit has been granted. Notwithstanding this, it is entities for
risk acceptance with registered office in the Netherlands permitted to carry out trading activities that

Page 220

arise from their business.
Article 3:38b
Rules may be laid down by or pursuant to an order in council with regard to:
to terms and conditions set out in contracts entered into by underwriting entities
included.
Article 3:38c
A credit union with its registered office in the Netherlands has a maximum to be determined by ministerial regulation
amount of redeemable funds raised and a maximum number of members.
§ 3.3.4.2. Financial undertakings established in another Member State
Article 3:39
1.

It is a bank with its registered office in another Member State that operates from a bank located in the Netherlands
branch carries out its business is permitted to carry out the activities referred to in Annex I to the
Capital Requirements Directive, unless authorized in that Member State
expressly provided otherwise or the notification referred to in Section 2:14(1) of the
performing those activities.

2.

It is a bank with its registered office in another Member State that carries on its business through
the provision of services to the Netherlands, permitted the activities referred to in
Annex I to the Capital Requirements Directive, unless granted in that Member State
license is expressly provided otherwise or that of the activities that they
intends to exercise through the provision of services to the Netherlands
has not notified the supervisory authority of the Member State in which it
has a seat.

Article 3:39a
Articles 3:29a, 3:29b, 3:29c and 3:34 apply mutatis mutandis to
payment service providers having their registered office in another Member State and electronic money institutions having their registered office in
another Member State operating from a branch or through the provision of services
conduct their business in the Netherlands.
Article 3:40
Rules are laid down by or pursuant to an order in council:
a. if a life insurer or non-life insurer with its registered office in another Member State in
is in possession of a license as referred to in Article 14 of the Solvency II Directive and
conducts the business of a life insurer or non-life insurer from a branch in
The Netherlands: with regard to the address of the insured person issued by a life insurer or
non-life insurer appointed representative to whom legal notices
can be done, and it is regulated under what circumstances the
representative ceases to be a representative;
b. if a life insurer or non-life insurer, not being an insurer with
limited risk size, having its registered office in another Member State that has a license for the
conduct the business of a life insurer or non-life insurer, which does not
authorization as referred to in Article 14 of the Solvency II Directive and which the business of
life insurer or non-life insurer from a branch in the Netherlands: with
with regard to the place of residence, the address of the insured by a life insurer or

Page 221

non-life insurer appointed representative to whom legal notices
can be made, and the requirements with which that representative meets, and is
arranged under what circumstances the representative stops representative
to be.
Article 3:41
Rules are laid down by or pursuant to an order in council with regard to the
terms and conditions, including changes to topics covered under the
Articles 2:17, second paragraph, 2:36, third paragraph, or 2:37, second paragraph, the Dutch Central Bank data
received may be implemented.
Article 3:42
A life insurer or non-life insurer, not being an insurer with limited risk
size, having its registered office in another Member State notifies changes relating to
subjects on which the provision of information is subject pursuant to Section 2:39(1)
prescribed to the Dutch Central Bank. By or pursuant to an order in council
it is determined, stating the procedures to be followed, which data will be
provided and, if applicable, under what conditions the changes may be implemented
be laid.
§ 3.3.4.3. Financial undertakings domiciled in a non-Member State
Article 3:43
1.

Articles 3:32, 3:36, 3:38 and 3:108a apply mutatis mutandis to a
bank, life insurer and non-life insurer, not being an insurer with limited
risk size, having its registered office in a non-Member State, originating from a
branch carries on its business, insofar as these articles relate
have on the relevant financial undertakings.

2.

A bank or life insurer or non-life insurer, not being an insurer with
limited risk size, with its registered office in a state that is not a member state that originates from a Netherlands
located branch carries on its business, gives notice of changes
with regard to subjects about which pursuant to Article 2:21, second paragraph, 2:41, second paragraph,
2:42, second paragraph, 2:43, second paragraph, or 2:46, second paragraph, provision of data is
prescribed to the Dutch Central Bank. By or pursuant to a general order of
The board determines, stating the procedures to be followed, which data
are provided therewith and, if applicable, under what conditions the changes
may be implemented.

Article 3:44
1.

A bank, life insurer or non-life insurer, not being an insurer with
limited risk size, having its registered office in a state that is not a Member State that is subject to dissolution or
complete or partial liquidation of its branch office located in the Netherlands
decided, the Dutch Central Bank will consult on the manner in which the dissolution
or the liquidation will take place at least thirteen weeks before the
decision is implemented.

2.

Article 3:30, paragraphs 2 to 4, applies mutatis mutandis.

Article 3:45

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If a financial undertaking with its registered office in a non-Member State operating from an in
The branch office located in the Netherlands carries on its business and which has a license for the
conduct the business of a bank and this license does not include the granting of
investment services or the performance of investment activities, it may be an extension of the
apply for a permit with these activities, if she ensures and demonstrates that compliance is carried out
to the provisions pursuant to Articles 4:91a, with regard to the requirements applicable to the
trading process and the settlement of transactions in a multilateral trading facility if the
the applicant intends to operate a multilateral trading facility, 4:14, second paragraph,
part c, under 1° to 6° and 4:87 and with regard to the application of the
license.
Article 3:46
A bank with its registered office in a non-Member State that operates from a
branch carries out its business and which is a subsidiary of a bank having its registered office in a
State which is not a Member State, State in the State where the latter bank has its registered office
adequate consolidated supervision.
Article 3:47
1.

A life insurer or non-life insurer, not being an insurer with limited
risk level, having its registered office in a non-Member State, which intends from an in
branch office located in the Netherlands to carry on its business shall, as its representative, appoint a
person who is domiciled in the Netherlands.

2.

The representative of an insurer has, with regard to the exercise of the
business of a life insurer or a non-life insurer from the Netherlands
located branches by operation of law all powers that the life insurer
or non-life insurer. He uses it as far as the
Nederlandsche Bank with a view to compliance with the provisions under this part dit
demands.

3.

The representative of an insurer complies on behalf of the insurer with the
rules laid down pursuant to this Act. The absence of the representative or his in
are in default, the non-life insurer or life insurer respectively shall not discharge the
obligation to comply with these rules.

4.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant exemption from the third paragraph, first sentence, if the applicant demonstrates
that this cannot reasonably be achieved and that the purposes pursued by this article
to be achieved otherwise.

5.

If the insurer's representative is a legal person, he in turn designates a
natural person who is domiciled in the Netherlands and who, to the exclusion of
represents anyone else in the exercise of his powers and of his
obligations arising from the law.

6.

Rules are laid down by or pursuant to an order in council with regard to
to the address of the insured by a life insurer or a non-life insurer having its registered office in a
non-Member State appointed representative to whom valid notices mededeling
can be done, and it is regulated under what circumstances the
representative ceases to be a representative and the succession of the
representative arranged.

7.

The place of residence of the insurer in the Netherlands is the place of residence of his

Page 223

representative, on the understanding that if the representative is a natural
is a person who maintains an office, this office is used as the place of residence of the insurer
designated.
8.

Articles 3:8, with the exception of the first paragraph, third sentence, and 3:9, with
exception of the first paragraph, third sentence, shall apply mutatis mutandis to the
person appointed as representative of an insurer and natural person
and to the natural person referred to in the fifth paragraph.

Article 3:48
1.

A life insurer or non-life insurer, not being an insurer with limited
risk magnitude, having its registered office in a non-Member State which, by means of the
of services to the Netherlands from an establishment in a non-Member State his company zijn
exercises, gives notice of changes in matters subject to
Article 2:45, second paragraph, provision of data is prescribed, to the Dutch
Bank.

2.

A life insurer or non-life insurer, not being an insurer with limited
risk magnitude, having its registered office in a non-Member State which, by means of the
of services to the Netherlands conducts its business from a branch in another Member State,
gives notice of changes with regard to subjects covered by Article 2:46,
second paragraph, provision of data is prescribed, to the Dutch Central Bank.

3.

By or pursuant to an order in council, stating the
follow procedure, determine which changes are notified, which data
are provided therewith and, if applicable, under what conditions the changes
may be implemented.

§ 3.3.4.4. Financial companies with registered office outside the Netherlands
Article 3:49
Article 3:29 applies mutatis mutandis to settlement companies, clearing institutions,
underwriting entities, reinsurers, limited risk insurers and
exchange institutions that have provided data pursuant to Articles 2:3.0i, first paragraph, 2:3.0m,
first paragraph, 2:7, second paragraph, 2:9, first paragraph, 2:26f, second paragraph, 2:51, second paragraph, 2:53, first paragraph,
2:54e, second paragraph, 2:54f, second paragraph, or 2:54m, second paragraph, respectively.
Article 3:50
1.

Section 3:44 applies mutatis mutandis to underwriting entities,
reinsurers and insurers with limited scope of risk having their registered office in a nondesignated state.

2.

Article 3:47 applies mutatis mutandis to insurers with limited risk
size with registered office outside the Netherlands.

Article 3:51
It is a limited risk insurer with its registered office in a non-designated state
prohibited from a branch office located in the Netherlands a company other than the company for which
that insurer has obtained a license to exercise.

Page 224

Article 3:52
An insurer with limited scope of risk having its registered office in a non-designated state that is
conducts its business through the provision of services to the Netherlands, gives notice of
changes with regard to subjects for which provision of . pursuant to Section 2:53
data is prescribed to the Dutch Central Bank. By or pursuant to a general measure
The board of directors determines, stating the procedures to be followed, which changes
notice is given, what information is provided and, if applicable, under
the conditions under which the amendments may be implemented.
Section 3.3.5. Minimum power
§ 3.3.5.1. Financial companies with registered office in the Netherlands
Article 3:53
1.

A bank with registered office in the Netherlands, a manager with registered office in the Netherlands of a UCITS,
an investment firm with its registered office in the Netherlands that provides investment services or
investment activities performed in the Netherlands, a payment institution, a custodian with its registered office in
the Netherlands, a clearing institution, electronic money institution, credit union, pension custodian,
premium pension institution with its registered office in the Netherlands, a Dutch manager of a
investment institution or an insurer with its registered office in the Netherlands has a
minimum amount of equity.

2.

Without prejudice to the first paragraph, an insurer as referred to in the first paragraph has:
financial resources to cover the costs of setting up the administration and of
the production network.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the size and composition of the minimum amount of equity capital. At the
determination of the minimum amount of equity capital, it is determined what
separate legal forms are understood to be equity.

4.

The minimum amount of equity capital of an insurer as referred to in the first
member is expressed in the Minimum Capital Requirement.

5.

If a custodian or pension custodian as referred to in the first paragraph provides or
can reasonably foresee that its minimum amount of equity will not meet or
will comply with the rules referred to in the third paragraph, he shall immediately notify the
Dutch Bank.

6.

If an insurer as referred to in the first paragraph establishes that it is no longer
the Minimum Capital Requirement or provides that in the following three drie
months may not be complied with, he shall immediately notify the
Dutch Bank.

7.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, to a clearing institution, credit union or premium pension institution as referred to
grant exemption from the first or third paragraph in the first paragraph, if the applicant demonstrates aanvrager
that this cannot reasonably be achieved and that the purposes pursued by this article
to be achieved otherwise.

8.

The first and third paragraphs do not apply if a payment institution only
provides payment services as referred to under 8 of the Annex to the Payment Services Directive.

Page 225

§ 3.3.5.2. Financial undertakings domiciled in a non-Member State
Article 3:54
1.

Article 3:53, first, third, fourth and sixth paragraph, shall apply mutatis mutandis to
investment firms domiciled in a non-Member State that provides investment services
grant or carry out investment activities in the Netherlands, and banks, life insurers and
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a
non-member state that conduct their business from branches located in the Netherlands and
depositaries domiciled in a non-Member State who are affiliated with a
Dutch manager managed non-European investment institution. Article 3:53, fifth paragraph, is
applies mutatis mutandis to custodians as referred to in the previous sentence.

2.

Article 3:53, second paragraph, applies mutatis mutandis to life insurers and
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a
non-member state that conduct their business from branches located in the Netherlands.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the Minimum Capital Requirement and the localization of the values ​it
solvency capital requirement of the branch of the life insurer or
represent the insurance company. It may be determined that the life insurer
or non-life insurer permission from the Dutch Central Bank for certain actions
needs.

§ 3.3.5.3. Financial corporations domiciled in a non-designated state
Article 3:55
1.

Article 3:53, first, third, fourth and sixth paragraph, shall apply mutatis mutandis to
clearing houses and insurers with a limited scope of risk having their registered office in a nondesignated state that conduct their business from branches located in the Netherlands.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the Minimum Capital Requirement and the localization of the values ​it
solvency capital requirement of the branch of the limited risk insurer
represent size. It may be determined that the insurer with limited
risk level for certain actions requires permission from the Dutch Central Bank.

Article 3:55a
1.

Section 3:53, subsections 1 to 4, shall apply mutatis mutandis to
reinsurers domiciled in a non-designated state that conduct their business from in
branches located in the Netherlands.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the minimum capital requirement.

Article 3:56
Article 3:53, second paragraph, applies mutatis mutandis to insurers with limited risk
size with registered office in a non-designated state that conduct their business from in the Netherlands
located branches.
Section 3.3.6. Solvency and financial position

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§ 3.3.6.1. Financial companies with registered office in the Netherlands
Article 3:57
1.

The following financial companies with their registered office in the Netherlands have
sufficient solvency:
–
–
–
–
–

–
–
–
–
–
–

settlement companies that perform activities aimed at netting;
banks;
managers of investment institutions;
UCITS managers;
investment firms within the meaning of the Capital Requirements Regulation and
investment firms to which Article 95, second paragraph, of that regulation of
applies, who provide investment services or carry out investment activities in
The Netherlands;
payment institutions;
clearing houses;
electronic money institutions;
credit unions;
premium pension institutions;
insurers.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the solvency of the financial undertakings referred to in the first paragraph. these rules
may relate in particular to the minimum size, composition and
calculation of solvency, as well as on the valuation of the assets
that can be counted as solvency.

3.

The solvency to be maintained of a manager, investment firm,
payment institution, clearing institution, electronic money institution, credit union,
premium pension institution or bank as referred to in the first paragraph, is expressed in a
minimum regulatory capital to be maintained. The solvency to be maintained of a
insurer as referred to in the first paragraph, is expressed in a solvency capital requirement.

4.

If a financial undertaking as referred to in the first paragraph provides or reasonably
can foresee that its solvency does not or will not comply with the rules referred to in
subsection 2, it shall immediately notify the Dutch Central Bank of this. If it's a
insurer who finds that the requirements are no longer met
solvency capital requirement, or that may not meet in three months
requirement is met, he shall immediately notify the Dutch Central Bank of this.

5.

Rules are laid down by or pursuant to an order in council with regard to
to maintain balance sheet or off-balance sheet items by administrators,
investment firms, clearing houses, credit unions and banks, referred to in the
first paragraph, companies for collective investment in securities having their registered office in the Netherlands,
custodians with their registered office in the Netherlands.

6.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, to a settlement company, clearing house, credit union or
premium pension institution as referred to in the first paragraph granting an exemption pursuant to the
first, second or sixth paragraph, if the applicant demonstrates that this is reasonably
cannot be fulfilled and that the purposes which this article is intended to achieve otherwise
are being reached.

7.

The first to third paragraphs do not apply if a payment institution

Page 227

only provides payment services as referred to under 7 and 8 of the Annex to the Directive
payment services.
Article 3:57a
If an insurer with its registered office in the Netherlands finds that its financial position is deteriorating,
he shall immediately notify the Nederlandsche Bank thereof.
Article 3:57b
When revoking an insurer's license, the Dutch Central Bank sets the
minimum solvency to be maintained and determines the composition and method of calculation
of the solvency, as well as the valuation of the assets belonging to the solvency
can be counted. Section 3:57 does not apply.
§ 3.3.6.2. Financial undertakings domiciled in a non-Member State
Article 3:58
1.

Section 3:57 applies mutatis mutandis to:
a. investment firms having their registered office in a non-Member State which
provide investment services or perform investment activities in the Netherlands;
b. banks domiciled in a non-Member State that conduct their business from in
branches located in the Netherlands;
c. life insurers and non-life insurers, not being insurers with limited risk
size, having their registered office in a non-Member State that carries on their business from in
branches located in the Netherlands.

2.

Article 3:57 applies mutatis mutandis to life insurers and
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a
non-Member State who carry on their business through the conduct of
services to the Netherlands from an establishment in a state that is not a Member State.

Article 3:59
1.

Article 3:57 applies mutatis mutandis to branches of
life insurers or non-life insurers, other than insurers with limited risk
size, having its seat in a non-Member State.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the Minimum Capital Requirement and the localization of the values ​it
solvency capital requirement of the branch of a financial undertaking as referred to in
represent the first member.

3.

Article 3:57b applies mutatis mutandis.

Article 3:60
1.

On request, the Dutch Central Bank can provide to a life insurer or
non-life insurer, not being an insurer with a limited scope of risk, having its registered office in a
state that is not a Member State that carries on or wishes to conduct its business from a place in the Netherlands
located branch and from a branch located in another Member State, exemption
granting the provisions laid down by or pursuant to Sections 3:54, subsections 1 and 3, and 3:59,

Page 228

leading to:
a. the Solvency Capital Requirement is calculated on the basis of the whole business of the
life insurer or non-life insurer that the life insurer or the
non-life insurer from branches located in the Member States;
b. the values ​representing the Minimum Capital Requirement present in the Member State
from which the supervision of the Solvency Capital Requirement of the branch is
exerted; and
c. at least half of the absolute to be determined by order in council
lower limit of the Minimum Capital Requirement is held in values ​according to the
relevant regulations in the Member State from which the supervision of the
solvency capital requirement of the branch is exercised.
2.

The application for the exemption contains a reasoned choice of the supervisory
body that will be responsible for the supervision of the Solvency Capital Requirement, referred to in
the first paragraph, part a.

§ 3.3.6.3. Financial corporations domiciled in a non-designated state
Article 3:61
1.

Article 3:57 applies mutatis mutandis to settlement companies,
clearing houses, reinsurers and insurers with limited risk size with registered office
in a non-designated state who conduct their business from located in the Netherlands
branches.

2.

Article 3:57 applies mutatis mutandis to settlement companies,
reinsurers or insurers with limited scope of risk having their registered office in a nondesignated State who carry on their business through the provision of services to
Netherlands from an establishment in a non-designated state.

Article 3:62
1.

Article 3:57 applies mutatis mutandis to branches of
reinsurers with registered office in a non-designated state and at branches of insurers
limited risk having its registered office in a non-designated state.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the localization of the values ​that meet the Solvency Capital Requirement of the branch of
an insurer with limited scope of risk with its registered office in a non-designated state
represent.

3.

Article 3:57b applies mutatis mutandis.

Section 3.3.6a. capital buffer
§ 3.3.6a.1. Financial companies with registered office in the Netherlands
Article 3:62a
1.

A bank with its registered office in the Netherlands or an investment firm with its registered office in the Netherlands
who provides investment services in the Netherlands as referred to in part e of the definition of
providing an investment service in Article 1:1, or performing investment activities as referred to
in part a of the definition of performing an investment activity in Article 1:1,
has a capital buffer that complies with or pursuant to a general order of

Page 229

rules to be set by the board with regard to nature, size and composition. With that measure
it may be determined that the size of parts of the securities issued by an individual bank or
capital buffer to be held by the investment firm is determined by a decision of the
Dutch Bank.
2.

The rules referred to in the first paragraph relate to the minimum required size
of the capital buffer, increased by surcharges in connection with:
a. risks arising from a credit cycle;
b. the risk that the financial undertaking poses to the stability of the financial
system; or
c. risks arising from non-cyclical long-term systemic risks or non-cyclical
macroprudential long-term risks.

3.

If a financial undertaking as referred to in the first paragraph does not comply or
foresees or can reasonably foresee that it will not comply with the
its applicable requirements, it shall immediately notify the Dutch Central Bank.

4.

If a financial undertaking as referred to in the first paragraph does not comply with the
requirements pursuant to that paragraph, it shall, within five working days of the notification, submit a
capital conservation plan with the Dutch Central Bank in which it indicates which
measures it intends to take to comply with paragraph 1, on the understanding that:
that the Dutch Central Bank may extend the term to ten days, if it does so with a view to
appropriate to the scale and complexity of the company's business.

5.

Rules are laid down by or pursuant to an order in council with regard to
to the content of the notification and the capital conservation plan referred to in the third,
and fourth paragraph respectively.

6.

If, in the opinion of the Dutch Central Bank, it is plausible that the
measures in the capital conservation plan enable the company concerned in a timely manner
comply with the first paragraph, it approves the plan. If the Dutch Central Bank
withholds approval of the plan, it imposes an obligation on the company, which includes:
a. that the company has a
regulatory capital of a prescribed size; or
b. that the company follows a course of conduct to be determined by the Dutch Central Bank
with regard to making distributions insofar as they would lead to an impairment of
the capital, referred to in Article 50 of the Capital Requirements Regulation, the granting or
paying out variable remuneration or claims thereto or making payments
on capital instruments as referred to in Article 52 of the Capital Requirements Regulation.

7.

Payments as referred to in the sixth paragraph, under b, also include the
cases referred to in Article 141, paragraph ten, of the Capital Requirements Directive.

Article 3:62b
1.

Without prejudice to Articles 77 and 78 of the Capital Requirements Regulation, it is a
bank or investment firm as referred to in Section 3:62a(1), prohibited from
to make payments insofar as they would lead to such an adverse effect on the
capital, referred to in Article 50 of the Capital Requirements Regulation, that the bank or
investment firm would no longer comply with the provisions pursuant to Section 3:62a,
first member.

2.

It is a bank or investment firm that does not comply with the provisions pursuant to

Page 230

Article 3:62a, first paragraph, except by or pursuant to an order in council in
determine cases, prohibited:
a. to make distributions insofar as these would lead to a loss of the capital,
referred to in Article 50 of the Capital Requirements Regulation;
b. award or pay variable remuneration or entitlements thereto; or
c. make payments on capital instruments as referred to in Article 52 of the Regulation
capital requirements.
3.

When making distributions as referred to in the first and second paragraphs,
means the cases referred to in Article 141, paragraph ten, of the Capital Requirements Directive.

Section 3.3.6b. Advertising ban system-relevant status
Article 3:62c
1.

It is a bank with its registered office in the Netherlands or an investment firm with its registered office in
The Netherlands that provides investment services as referred to in part e of the definition of
an investment service in Article 1:1, or investment activities as referred to in subsection
a of the definition of performing an investment activity in Article 1:1, not allowed
information about the risk referred to in Section 3:62a(2)(b) for the benefit of
use for advertising purposes.

2.

The first paragraph applies mutatis mutandis to a bank with its registered office outside
Netherlands that conducts its business from a branch office located in the Netherlands or through
of services to the Netherlands and an investment firm outside the Netherlands that
provides the investment service referred to in the first paragraph or the investment service referred to in the first paragraph;
investment activities performed from a branch office located in the Netherlands or by means of
provision of services to the Netherlands.

Section 3.3.7. Liquidity
§ 3.3.7.1. Financial companies with registered office in the Netherlands
Article 3:63
1.

The following financial companies with their registered office in the Netherlands have
sufficient liquidity:
–
–

–

–
–
–

banks;
investment institutions with leverage, the units of which are on
request of the participants to be repurchased directly or indirectly at the expense of the assets or
refunded;
investment firms within the meaning of the Capital Requirements Regulation that
provide investment services or perform investment activities in the Netherlands, insofar as
determined by order in council;
clearing houses;
UCITS whose units are at the request of the participants at the expense of
the assets are directly or indirectly repurchased or repaid;
credit unions.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the minimum size, composition and calculation of the liquidity of
a financial enterprise as referred to in the first paragraph.

3.

If a financial undertaking as referred to in the first paragraph provides or reasonably
can foresee that its liquidity does not meet or will not comply with the rules referred to in the
second paragraph, it shall immediately notify the Dutch Central Bank of this.

Page 231

4.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant exemption from the first or second paragraph, if the applicant demonstrates
that this cannot reasonably be achieved and that the purposes pursued by this article
to be achieved otherwise. No exemption can be granted to a bank or
an investment firm as referred to in the first paragraph.

§ 3.3.7.2. Financial undertakings established in another Member State
Article 3:64
Article 3:63 applies mutatis mutandis to banks having their registered office in another Member State
as referred to in Section 2:16(1).
§ 3.3.7.3. Financial undertakings domiciled in a non-Member State
Article 3:65
Section 3:63 applies mutatis mutandis to banks and investment firms in the
meaning of the Capital Requirements Regulation, which provide investment services or
carry out investment activities in the Netherlands, have their registered office in a state that is not a Member State
and conduct their business from a branch office located in the Netherlands.
§ 3.3.7.4. Financial corporations domiciled in a non-designated state
Section 3.3.7a. Temporary measures in case of increased risk in the financial system
Article 3:66
1.

In case of changes in the intensity of macroprudential risk or systemic risk
in the financial system with potentially serious consequences for that system or the real economy
the Dutch Central Bank may, pursuant to Article 458 of the Regulation
set capital requirements in consultation with Our Minister, temporarily set rules as referred to in the second
member of that article. These rules may also serve to increase or supplement the
requirements laid down pursuant to Sections 3:17(1) and (2)(c), 3:57, 3:62a
and 3:63 of this law.

2.

The obligation referred to in the first paragraph to consult with Our Minister does not apply
apply if the European Central Bank exercises the power referred to in that paragraph.

3.

The rules referred to in the first paragraph shall apply for a maximum period of two years, with
the option of an extension for one year at a time.

Section 3.3.8. Technical equipment
§ 3.3.8.1. Insurers with registered office in the Netherlands
Article 3:67
1.

An insurer with its registered office in the Netherlands maintains technical provisions for all its
insurance obligations to policyholders and insurance beneficiaries.

2.

The value of the technical provisions corresponds to the amount that a
insurer would have to pay if it fulfills its insurance obligations with immediate effect
transfer entry to another insurer.

3.

A life insurer with its registered office in the Netherlands, taking into account all financial
aspects of its business, the premiums for life insurance policies to be taken out on an adequate basis
way fixed.

4.

A life insurer, non-life insurer or funeral expenses-in-kind insurer covers the
obligations arising from claims as referred to in Section 3:198(2),
parts b, c and d, third paragraph, parts a, b and c, or fourth paragraph, parts a, b and c,
completely by values.

5.

With regard to the provisions of the first, second and fourth paragraphs,
rules laid down pursuant to an order in council.

6.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant exemption from rules laid down on the basis of the fifth paragraph, insofar as
it concerns rules with regard to the cover by values ​of the technical
provisions and the obligations referred to in the fourth paragraph, if the applicant
demonstrates that it cannot reasonably be met and that the purposes
article aims to achieve otherwise be achieved.

7.

If an insurer with its registered office in the Netherlands does not comply with the rules laid down on
pursuant to the fifth paragraph, the supervisor may oblige that insurer to
facilities in such a way that these rules are met.

Page 232

Article 3:67a
The value of the technical provisions of an insurer with its registered office in the Netherlands
whose license has been withdrawn by DNB, corresponds to the amount that the
insurer would have to pay if it fulfills its insurance obligations with immediate effect
transfer entry to another insurer. If the funds of the insurer
are insufficient, he maintains as many technical provisions as possible.
§ 3.3.8.2. Life insurers and non-life insurers with their registered office in a state that does not
Member State is
Article 3:68
1.

A life insurer or non-life insurer, not being an insurer with limited
risk size, having its registered office in a non-Member State, means being from an in
Branch office located in the Netherlands entered into obligations from life insurance
and non-life insurance policies, respectively, with adequate technical provisions. The
technical provisions are fully covered by values.

2.

Article 3:67, paragraphs 2 and 3, shall apply mutatis mutandis to
life insurers as referred to in the first paragraph.

3.

The life insurer or non-life insurer covers the obligations arising from
claims as referred to in Article 3:198, second paragraph, under b, c and d, or third paragraph,
parts a, b and c, completely by values.

4.

Articles 3:67, fifth and sixth paragraph, and 3:67a apply mutatis mutandis to

Page 233

life insurers and non-life insurers.
§ 3.3.8.3. Reinsurers and insurers with a limited scope of risk with their registered office in a
non-designated state
Article 3:68a
1.

A reinsurer domiciled in a non-designated state shall hold technical
provisions for all have been entered into from a branch office located in the Netherlands
obligations from reinsurance.

2.

Rules may be laid down by or pursuant to an order in council with
relating to the first paragraph.

3.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant an exemption from the provisions of the first paragraph, if the applicant de
demonstrates that it cannot reasonably be met and that the purposes
article aims to achieve otherwise be achieved.

4.

Article 3:67a applies mutatis mutandis.

Article 3:69
1.

A limited risk insurer with its registered office in a non-designated state
for its obligations entered into from a branch located in the Netherlands,
funeral expenses and benefits in kind insurance provides adequate technical provisions. The technical
provisions are fully backed by values.

2.

The insurer with a limited scope of risk covers the obligations arising from
claims as referred to in Section 3:198(4), under a, b and c, fully by
values.

3.

Articles 3:67, fifth and sixth paragraph, and 3:67a apply mutatis mutandis to
insurers with a limited scope of risk.

Section 3.3.9. Valuation, Accounting and Reporting
§ 3.3.9.1. Financial companies with registered office in the Netherlands
Article 3:69a
1.

An insurer, not being an insurer with a limited scope of risk, having its registered office in
Unless stated otherwise, the Netherlands values ​assets and liabilities as follows:
a. assets are valued at the amount for which they can be traded
between knowledgeable, willing parties in a transaction who
be independent of each other;
b. liabilities are valued at the amount for which they can be
transferred or settled between knowledgeable, in a transactional
willing parties that are independent of each other.

2.

When valuing the liabilities referred to in the first paragraph, under b, no
adjusted for the insurer's own creditworthiness.

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Article 3:70
1.

A risk acceptance entity or insurer with its registered office in the Netherlands does it
fiscal year coincide with the calendar year.

2.

De Nederlandsche Bank can grant an exemption on request, whether or not for a definite period of time
granting the first paragraph, if the applicant demonstrates that this is not reasonably possible
are met and that the purposes which this article is intended to achieve are otherwise
reached.

Article 3:70a
1.

A premium pension institution with its registered office in the Netherlands will make a statement within six months after
end of the financial year the annual accounts and the management report in accordance with Title 9, Book
2 of the Civil Code, on the understanding that the provisions in Articles 395a, 396 and 397
exceptions formulated in the aforementioned Code do not apply.

2.

A premium pension institution describes the essential characteristics of its main
investment profiles separately in the annual accounts and the management report.

Article 3:71
1.

A settlement company, payment institution, clearing institution, electronic money institution,
bank, credit union, pension custodian, premium pension institution, insurer or
exchange institution with its registered office in the Netherlands provided within six months after the expiry of the
financial year to the Dutch Central Bank the annual accounts, the management report and other
data referred to in Articles 361, first paragraph, 391, first paragraph, and 392, respectively,
first paragraph, parts a to h, of Book 2 of the Dutch Civil Code.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the manner in which the annual accounts, the management report and the other
data.

3.

Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the
Nederlandsche Bank on request in whole or in part, whether or not for a definite period of time,
grant an exemption from the first paragraph if the applicant demonstrates that this is reasonably
cannot be fulfilled and that the purposes which this article is intended to achieve otherwise
are being reached.

Article 3:72
1.

A settlement company with its registered office in the Netherlands, a bank with its registered office in the Netherlands, a
manager with registered office in the Netherlands of a UCITS, an investment firm with registered office in
the Netherlands that provides investment services or performs investment activities in the Netherlands,
a payment institution, a clearing institution, electronic money institution with its registered office in
Netherlands, credit union with registered office in the Netherlands, premium pension institution with registered office in
The Netherlands or a Dutch manager of an investment institution provides periodic
within the time limits set for this purpose, statements to the Dutch Central Bank, whether or not
also on a consolidated basis, which it needs to monitor compliance with
the provisions laid down by or pursuant to this part.

2.

The first paragraph does not apply to financial undertakings as referred to in the
first paragraph, which is subject to an exemption as referred to in Article 3:57, sixth paragraph, or 3:63, fourth paragraph
granted.

3.

An underwriting entity or insurer with its registered office in the Netherlands provided
periodic statements to the Dutch Central Bank, within the time limits set for that purpose, which
needs it to monitor compliance with the provisions of or pursuant to this part.

4.

If a life insurer or funeral expenses-in-kind insurer with its registered office in the Netherlands
has taken out a new type of life insurance or funeral insurance in kind, he adds to the
states a statement of the technical bases for the calculation of the
relevant tariff and of the relevant technical provisions. The
life insurer or funeral expenses-in-kind insurer also adds a statement to the statements staten
of the changes in the technical bases for the calculation of its rates and of
the technical facilities.

5.

By or pursuant to an order in council, without prejudice to the provisions
rules laid down pursuant to Articles 99, 100 and 101 of the Capital Requirements Regulation
with regard to the content and models of the statements and the manner, periodicity and
deadlines of the provision, and it is determined which statements are to be provided and which
states or information from those states is made public.

6.

If an event occurs or has occurred, De Nederlandsche Bank may
that has or may have serious consequences for the financial position of a financial
undertaking as referred to in the first or third paragraph, prescribe that one or more states
be provided temporarily with a higher frequency or on a shorter period of time than pursuant to
the fifth paragraph is determined. These states are not made public.

7.

Statements issued by a settlement company, a bank, administrator, clearing institution,
premium pension institution or insurer are periodically provided with a statement regarding the
fidelity, issued by an accountant. The Dutch Central Bank may determine that
statements, provided by an investment firm, include a statement as
referred to in the first sentence. The auditor certifies the statements concerned. By or pursuant to
rules are laid down with regard to the investigation and
the certification of the states.

8.

On request, the Dutch Central Bank may, in whole or in part,
for a fixed period, grant exemption from the first or third paragraph if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes which this article is intended to
achieve otherwise.

9.

De Nederlandsche Bank periodically prepares the main aggregated data
public on the basis of the statements that pursuant to the first paragraph by banks with their registered office in
The Netherlands has been provided to it and publishes the non-aggregated data of this
banks that, by or pursuant to the order in council, referred to in the fifth
member are designated.

10.

Further rules are laid down by or pursuant to an order in council regarding the
periodicity of publication of non-aggregated data under paragraph 9
and the disclosure procedure.

Page 235

Article 3:73
An insurer with a limited scope of risk submits the annual accounts and the management report,
referred to in Title 9 of Book 2 of the Dutch Civil Code at all its offices in the Netherlands
access by anyone until eighteen months after the end of the financial year. Until then he provides
anyone on request a copy at no more than the cost price.

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Article 3:73a
1.

A settlement company with its registered office in the Netherlands reports events or
circumstances that affect the orderly conduct of the business of a settlement company
threaten immediately to the Dutch Central Bank. The Dutch Central Bank does this in this way:
notification to the Netherlands Authority for the Financial Markets as soon as possible.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the notification referred to in the first paragraph.

Article 3:73b
1.

A settlement company with its registered office in the Netherlands is responsible for the effective provision
of its services.

2.

Rules may be laid down by or pursuant to an order in council with
relating to the first paragraph.

Article 3:73c
1.

An insurer, not being an insurer with a limited scope of risk, having its registered office in
The Netherlands publishes an annual report on its solvency and financial position.

2.

Further rules shall be laid down by or pursuant to an order in council with
relating to the first paragraph.

Article 3:74
1.

A life insurer or non-life insurer with its registered office in the Netherlands provides within
six months after the end of the financial year to the Dutch Central Bank, a statement with
with regard to the branches located from the Netherlands or other Member States closed
life insurance and non-life insurance, respectively, with a separate statement of
insurance policies concluded in connection with the provision of services to other Member States.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the content and models of the statements and the method of provision.

3.

The first paragraph does not apply to the contracts concluded from the registered office in the Netherlands
life insurance or non-life insurance that does not involve the performance of
services.

4.

The Dutch Central Bank provides the information referred to in the first paragraph with regard to:
to a Member State in aggregated form to the supervisory authority of that Member State
if so requested.

Article 3:74a
1.

De Nederlandsche Bank may be a bank or an investment firm within the meaning of the
Capital Requirements Regulation, having its registered office in the Netherlands, entrust the information referred to in
Part 8 of the Regulation, to be published with a higher frequency than once a year and
prescribe the manner in which publication takes place.

2.

The Dutch Central Bank can authorize a parent company with its registered office in the Netherlands, which
is the head of a group to which a bank or an investment firm as referred to
in the first paragraph, order, in accordance with the provisions of Article 106, second

Page 237

member, of the Capital Requirements Directive, to publish a description of the legal structure
and the governance and organizational structure of the group.
3.

By or pursuant to an order in council, for the implementation of the Directive
capital requirements further rules are laid down regarding obligations for banks or
for investment firms as referred to in the first paragraph to publish information,
as well as with regard to the first and second paragraph.

Article 3:74b
1.

A payment institution or electronic money institution with its registered office in the Netherlands that is located next to the
providing payment services also carries out other activities, conducts a separate
accounting for payment services.

2.

An electronic money institution with its registered office in the Netherlands that, in addition to issuing
electronic money performs other activities, keeps separate accounts
the issuance of electronic money.

3.

An exchange institution with its registered office in the Netherlands that, in addition to exchange transactions,
activities, keep separate accounts for exchange transactions.

Article 3:74c
A Dutch manager of an investment institution provides to the Dutch Central Bank
the data to be determined by or pursuant to an order in council with regard to the
the manner in which the manager manages investment institutions, the investment institutions that he
manages, the investments of the investment funds and the markets on which the
investment institutions are active.
§ 3.3.9.2. Financial undertakings established in another Member State
Article 3:75
A bank with its registered office in another Member State that conducts its business from a
located branch, keeps separate accounts in the Netherlands with regard to that
branch.
Article 3:76
1.

A bank with its registered office in another Member State that carries on its business from an in
The branch office located in the Netherlands provides to . within six months after the end of the financial year
de Nederlandsche Bank the annual accounts, the consolidated annual accounts and the
board report.

2.

The annual accounts are accompanied by a statement of fairness, issued by
an accountant, or by an expert who, under the law of the Member State where the
bank has its registered office, is authorized to examine the annual accounts.

Article 3:77
If the Dutch Central Bank so requests, a bank with its registered office in another een
Member State that conducts its business from a branch located in the Netherlands, whether or not periodically,
statements as referred to in Section 3:72(1) with regard to the branch. Article 3:72, fifth
up to and including ninth paragraph, applies mutatis mutandis.

Page 238

Article 3:78
1.

A life insurer or non-life insurer, not being an insurer with limited
risk size, having its registered office in another Member State, originating from a non-Member State
located branch carries on its business by providing services to
the Netherlands, within six months after the end of the financial year to the Nederlandsche
Bank a statement with regard to the life insurance policies taken out from the branches or
non-life insurance by virtue of the provision of services to the Netherlands.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the content and models of the statements and the method of provision.

§ 3.3.9.3. Financial undertakings domiciled in a non-Member State
Article 3:79
Articles 3:69a and 3:70 apply mutatis mutandis to life insurers and
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a state
which is not a Member State, who conduct their business from branches located in the Netherlands.
Article 3:80
Article 3:75 applies mutatis mutandis to banks, life insurers and
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a state
which is not a Member State, who carry on their business from branches located in the Netherlands, with that
on the understanding that life insurers and non-life insurers keep the aforesaid bookkeeping on site
of the branch.
Article 3:81
1.

A bank, life insurer or non-life insurer, not being an insurer with
limited risk size, having its registered office in a state that is not a Member State, which
conducts its business from a branch office located in the Netherlands, provided within six
months after the end of the financial year to the Dutch Central Bank, the annual accounts, the
consolidated financial statements and the management report.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the manner in which the annual accounts, the consolidated annual accounts and the
board report.

3.

The annual accounts are accompanied by a statement of fairness or
the statement of faithfulness corresponding statement, issued by a
accountant, or by an expert who, under the law of the state where the
financial undertaking, referred to in the first paragraph, has its registered office, is authorized to publish the annual accounts
to investigate.

Article 3:82
1.

Article 3:72, first paragraph and fifth to eighth paragraphs, shall apply mutatis mutandis
to investment firms having their registered office in a non-Member State which
provide investment services or perform investment activities in the Netherlands and in
Branches of banks located in the Netherlands with their registered office in a non-Member State, with
provided that the states are provided with a statement of truthfulness, then
a statement corresponding to the declaration of fidelity, issued
by an accountant, or by an expert who, under the law of the State in which

Page 239

the investment firm or bank has its registered office, is authorized to examine the statements.
Article 3:72, ninth paragraph, applies mutatis mutandis to
branches of banks having their registered office in a non-Member State.
2.

Article 3:72, third and fifth to eighth paragraphs, shall apply mutatis mutandis to
Branches of life insurers or non-life insurers located in the Netherlands, not being
insurers with a limited scope of risk, having their registered office in a non-Member State.
Article 3:72, fourth paragraph, shall apply mutatis mutandis to
branches of life insurers, other than insurers with a limited scope of risk,
having its registered office in a non-Member State.

Article 3:82a
Article 3:73c applies mutatis mutandis to branches of
life insurers and non-life insurers, not being insurers with limited risk
size, having its seat in a non-Member State.
Article 3:83
1.

A life insurer or non-life insurer, not being an insurer with limited
risk size, domiciled in a non-Member State, provided within six months of
at the end of the financial year to the Dutch Central Bank with regard to the
the branch offices in the Netherlands closed life insurance policies or onderscheiden
non-life insurance arising from the provision of services to other Member States.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the content and models of the statements and the method of provision.

3.
4.

Section 3:74(4) applies mutatis mutandis.
Article 3:78 applies mutatis mutandis to life insurers and
non-life insurers having their registered office in a non-Member State who provide services to
The Netherlands.

Article 3:83a
The provisions pursuant to Section 3:74a of this Act and Part 8 of the Regulation
capital requirements regarding the disclosure of information apply mutatis mutandis
to a bank or an investment firm within the meaning of that Regulation, which has its registered office in
a state that is not a member state and conducts its business from a branch located in the Netherlands.
§ 3.3.9.4. Financial corporations domiciled in a non-designated state
Article 3:84
Articles 3:69a and 3:70 apply mutatis mutandis to reinsurers and
limited risk insurers domiciled in a non-designated state, who conduct their business
exercise from branches located in the Netherlands.
Article 3:84a
Articles 3:71, 3:72, 3:73a and 3:73b apply mutatis mutandis to
settlement companies with their registered office in a non-designated state and on
branches of settlement companies having their registered office in a non-designated state.

Page 240

Article 3:85
Articles 3:75 and 3:81 apply mutatis mutandis to clearing institutions,
reinsurers and insurers with limited scope of risk having their registered office in a non-designated
state, who conduct their business from branches located in the Netherlands.
Article 3:86
1.

Article 3:72, first paragraph and fifth to eighth paragraphs, shall apply mutatis mutandis
at branches located in the Netherlands of clearing institutions with their registered office in a nondesignated State, provided that the States are provided with a statement as to
the fidelity, or a statement corresponding to the fidelity
statement, issued by an accountant, or by an expert who, pursuant to the
law of the state in which the settlement company or the clearing institution respectively
has its seat, has the power to examine the States.

2.

Article 3:72, third to sixth and eighth paragraphs, shall apply mutatis mutandis to
Dutch branch offices of underwriting entities, reinsurers and
limited risk insurers with their registered office in a non-designated state.
Article 3:73c applies mutatis mutandis to branches of
limited risk insurers with their registered office in a non-designated state.

Article 3:86a
Article 3:73c applies mutatis mutandis to branches of
reinsurers and insurers with limited scope of risk having their registered office in a non-designated
state.
Article 3:87
1.

A limited risk insurer with its registered office in a non-designated state, which
conducts its business by providing services to the Netherlands, provides
a statement to the Dutch Central Bank within six months after the end of the financial year
with regard to closed life insurance policies, funeral expenses and benefits in kind insurance or
non-life insurance by virtue of the provision of services to the Netherlands.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the content and models of the statements referred to in the first paragraph, and the manner of the
provision.

Article 3:87a
Articles 3:71 and 3:74b, third paragraph, apply mutatis mutandis to exchange institutions
with registered office in a non-designated state that conduct their business from located in the Netherlands
branches.
§ 3.3.9.5. Financial companies with registered office outside the Netherlands
Article 3:87b
[Expired as of 01/04/2016]
Section 3.3.10. Reporting obligations of the accountant and actuary

Page 241

§ 3.3.10.1. Financial companies with registered office in the Netherlands
Article 3:88
1.

An accountant who conducts the audit of the financial statements of a
settlement company with its registered office in the Netherlands, a bank with its registered office in the Netherlands, a
manager with registered office in the Netherlands of a UCITS, an investment firm with registered office in
the Netherlands that provides investment services or performs investment activities in the Netherlands,
a payment institution, a clearing institution, an electronic money institution with its registered office in
Netherlands, credit union with registered office in the Netherlands, a Dutch manager of a
investment institution, a Dutch investment institution, a UCITS or insurer with registered office
in the Netherlands, or of the statements of a financial undertaking with its registered office in the Netherlands
as referred to in Section 3:72(1) or (3), the Dutch Central Bank shall as soon as
possible knowledge of any circumstance of which he/she in conducting the investigation
has received knowledge and who:
a. conflicts with the obligations imposed under this part; or
b. threatens the continued existence of the financial undertaking.

2.

An accountant who conducts the audit of the financial statements of a
settlement company with its registered office in the Netherlands, a clearing institution, bank, credit union or
insurer with its registered office in the Netherlands, or of the statements of a financial undertaking
having its registered office in the Netherlands as referred to in Section 3:72(1) or (3), the Nederlandsche
Bank as soon as possible of any circumstance of which it is aware in the execution of the
investigation has become aware and which leads to a refusal to issue a
statement of fidelity or to make reservations.

3.

The first and second paragraphs apply mutatis mutandis to an accountant who
in addition to the examination of the annual accounts or the statements referred to in paragraphs 1 and 2,
also conducts the examination of the financial statements or statements of a person with whom a
financial undertaking as referred to in the first or second paragraph, in a formal or de facto
control structure is connected.

4.

The accountant, referred to in the second paragraph, shall provide as soon as possible by general
information to be determined by order in council to the Dutch Central Bank for the benefit of
the supervision of the financial undertaking. By order in council,
rules with regard to the procedures to be observed.

5.

De Nederlandsche Bank gives the financial undertaking the opportunity to attend
are included in the notification referred to in the first or second paragraph, and when providing
information, referred to in the fourth paragraph, by the accountant.

6.

The accountant who, pursuant to the first, second or third paragraph, makes a report or
pursuant to the fourth paragraph to provide information to the Dutch Central Bank is
transferred, is not liable for damage suffered by a third party as a result, unless
it is made plausible that, in view of all the facts and circumstances, it is not reasonable to
notification or information should have been provided.

Article 3:89
[Expired as of 01-01-2016]
§ 3.3.10.2. Financial undertakings established in another Member State

Page 242

Article 3:90
Article 3:88 applies mutatis mutandis to accountants who conduct the investigation referred to in
Article 3:77 execution of the statements of a branch of a bank located in the Netherlands with
registered office in another Member State.
§ 3.3.10.3. Financial undertakings domiciled in a non-Member State
Article 3:91
Section 3:88 applies mutatis mutandis to accountants or other experts who
conducting an investigation, as referred to in Section 3:82(1) or (2), of the statements of an in
branch of an investment firm, bank, life insurer or
non-life insurer, not being an insurer with a limited scope of risk, having its registered office in a
a non-Member State or an investment firm having its registered office in a State which is not a Member State
Member State that provides services to the Netherlands.
Article 3:92
[Expired as of 01-01-2016]
§ 3.3.10.4. Financial companies with registered office outside the Netherlands
Article 3:93
Section 3:88 applies mutatis mutandis to accountants or other experts who
conducting an investigation, as referred to in Section 3:86(1) or (2), of the statements of an in
The Netherlands branch of a settlement company with its registered office in a non-designated
State, clearing house with registered office in a non-designated State, reinsurer with registered office in a
non-designated state or limited risk insurer having its registered office in a nondesignated state.
Article 3:94
[Expired as of 01-01-2016]
Section 3.3.11. Qualifying holdings in and by financial enterprises
§ 3.3.11.1. Financial companies with registered office in the Netherlands
Article 3:95
1.

It is prohibited, other than after obtaining a declaration of no objection from the
Nederlandsche Bank or, with regard to banks that are not holders of a license as
referred to in Section 3:4, the European Central Bank, a qualifying holding
hold, acquire or increase such that an upper limit as referred to in Article
3:102, first paragraph, is reached or exceeded, or any control attached to
to exercise a qualifying holding in a:
a settlement company with its registered office in the Netherlands that has a
has been granted a permit as referred to in Section 2:3.0b(1);
b. bank with registered office in the Netherlands;
c. manager of a UCITS with its registered office in the Netherlands;
d. investment firm with its registered office in the Netherlands;
e. entity for risk acceptance;

Page 243

f. premium pension institution with its registered office in the Netherlands;
g. insurer with registered office in the Netherlands;
h. payment institution that has one or more of the items listed in Annex I, points 1 to 7, of the Directive
carries out such business activities as payment services; or
i. electronic money institution.
2.

The applicant for a declaration of no objection submits the application to the
Nederlandsche Bank, stating by or pursuant to an order in council to
determine data. The application for a declaration of no objection for a
qualifying holding in a financial undertaking as referred to in the first paragraph,
subparagraph c or d, may, however, be submitted to the Netherlands Authority for the Financial Markets, if
that financial undertaking at the time of the application for the declaration of no

objection is not licensed.
3.

On the application for a declaration of no objection for a qualified
participation in a bank, not being the holder of a license as referred to in Section 3:4,
the Dutch Central Bank draws up a draft decision as referred to in Article 15 of the
banking supervision regulation.

4.

Notwithstanding the first paragraph, a declaration of no objection with regard to bezwaar
a qualifying holding in a bank that has been declared bankrupt or at least
in respect of which the emergency regulation, referred to in section 3.5.5, has been pronounced,
obtained from the Dutch Central Bank.

Article 3:96
1.

A bank with its registered office in the Netherlands is prohibited, other than after obtaining a statement
of no objection from the Dutch Central Bank:
a. to acquire or increase a qualifying holding in a bank,
investment firm or insurer having its registered office in a non-Member State or in a
financial institution that has not been granted a supervisory status as
referred to in Section 3:110, if the balance sheet total of that bank, investment firm,
insurer or financial institution at the time of the acquisition or the
increase, exceeds one percent of the consolidated balance sheet total of the
bank, referred to in the preamble;
b. a qualifying holding in a company, other than a bank,
investment firm, financial institution or insurer with its registered office in the Netherlands or in
another Member State or in a State which is not a Member State, if
the amount paid for that acquisition or increase, respectively,
together with the amounts for the earlier acquisition and increase of a participating interest
paid in that company exceeds one percent of the consolidated
the bank's available equity, referred to in the preamble;
c. the assets and liabilities of another company or institution in whole or for a
to take over a significant part, indirectly or otherwise, if the total amount of the
acquire assets or of the liabilities to be acquired exceeds one percent of the
consolidated balance sheet total of the bank, referred to in the preamble;
d. to enter into a merger with another company or institution if the balance sheet total
of the company or institution with which the merger is entered into is more than
one percent of the bank's consolidated balance sheet total, referred to in the preamble;
e. to proceed with a financial or corporate reorganization;
f. to have a general partner join the bank.

2.

The applicant for a declaration of no objection submits the application to the
Nederlandsche Bank, stating by or pursuant to an order in council to

Page 244

determine data.
3.

The first paragraph does not apply to qualifying holdings in
companies whose assets at the time of acquisition of the qualified
participation by the bank consists of more than ninety percent of liquid assets. at or
pursuant to an order in council, it is determined which resources belong to the liquid
resources can be counted.

4.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the first paragraph, part b.

5.

Qualifying holding as referred to in the first paragraph, under a and b,
does not include voting rights on shares that a bank can exercise under
an acquired pledge on the shares and the voting rights on shares that custodians
of Shares in its sole discretion.

Article 3:97
An insurer with its registered office in the Netherlands is prohibited, other than after obtaining a statement from
no objection from the Dutch Central Bank, its equity by repayment of capital
or to reduce the distribution of reserves or to pay a dividend, if the
insurer does not comply with the
Solvency Capital Requirement or could be foreseen to meet in the following 12
cannot meet that requirement for months.
Article 3:98
1.

Article 3:95, first paragraph, preamble and part c, does not apply to acts
for which pursuant to Section 3:95(1), opening words and under a, or 3:96(1), a
declaration of no objection has been granted.

2.

Article 3:95, first paragraph, preamble and part c, also does not apply to
acts for which no declaration of artikel pursuant to Section 3:96(1)(a) or (b)
no objection is required.

3.

Article 3:95, first paragraph, preamble and under c, does not apply if pursuant to
Article 5:32d, second paragraph, a declaration of no objection has been granted for a
qualifying holding in a market operator that is also a multilateral
trading facility.

Article 3:99
1.

The reliability of the holder of a declaration of no objection based on
of its qualifying holding will determine the policy of the undertaking concerned whether
co-determination or will be able to determine or co-determine is beyond doubt.

2.

The reliability is beyond doubt once approved by a regulator door
adopted for the purposes of this Act, as long as no change in the relevant
facts or circumstances give reasonable cause for a reassessment.

3.

Rules are laid down by or pursuant to an order in council, with the exception of:
with regard to underwriting entities, with regard to the manner in which
established whether the reliability of a person as referred to in the first paragraph is beyond doubt
state and which facts and circumstances are taken into account, as well as
in respect of the crimes which, if committed by that person, for the purposes of the

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interests that the law aims to protect lead to the determination that the reliability
of that person is beyond doubt.
Article 3:100
1.

De Nederlandsche Bank or, with regard to banks not being holders of a
license as referred to in Section 3:4, the European Central Bank grants a statement of
no objection as referred to in Section 3:95(1), unless:
a. the reliability of the applicant for the declaration of no objection or of the
persons who, on the basis of the proposed qualifying holding, follow the policy of
the financial undertaking will determine or co-determine or will be able to determine whether
co-determination is not beyond doubt;
b. the applicant, also in view of his reputation, is not suitable or the persons
of the proposed qualifying holding the day-to-day policy of the financial
company will determine in this regard are not suitable;
c. the financial soundness of the applicant, taking into account the business activities of
the financial undertaking is not guaranteed;
d. the financial undertaking will not be able as a result of the qualifying holding
continue to comply with the prudential rules set pursuant to this Act;
e. there are good reasons to suspect that in connection with the proposed acquisition
or enlargement money is or has been laundered or terrorism is or has been financed or
that is or has been attempted to launder money or finance terrorism within the meaning of the
Act on the Prevention of Money Laundering and Financing of Terrorism or that the intended
acquisition or increase could increase the risk thereof; or
f. incomplete or incorrect information has been provided by the applicant.

2.

The Dutch Central Bank shall draw up a draft decision as referred to in Section 3:95(3),
which in any case extends to rejection of the application if a case arises as
referred to in the first paragraph.

3.

With regard to the reliability, referred to in the first paragraph, under a, the
paragraphs 2 and 3 of Section 3:99 apply mutatis mutandis.

Article 3:101
The Dutch Central Bank issues a declaration of no objection for an act such as
referred to in Section 3:96(1) or 3:97(1), unless:
a. the act could or would be in conflict with what is for the bank concerned
whether insurer has been determined pursuant to Section 3:57(1) and (2) with regard to en
the solvency;
b. the act could otherwise conflict or be contrary to a healthy and
prudent business conduct; or
c. the act could lead or lead to an undesirable development of the
financial sector.
Article 3:102
1.

If a declaration of no objection is granted, the applicant may
also be authorized to increase its qualifying holding,
the upper limit being 20, 33, 50 or 100 percent. For the enlargement of a
qualifying holding in an entity for risk acceptance is not required.
An upper limit of 20, 30, 50 or 100 percent may apply to a payment institution.

2.

If a declaration of no objection is issued for a qualified
participation as referred to in Section 3:95(1), it may be determined, on request, that that
declaration of no objection applies to all group companies jointly.

3.

If a declaration of no objection as referred to in Section 3:96(1) is
granted, it may relate to by the applicant:

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a. indirect participations acquired and yet to be acquired through a subsidiary;
or
b. indirect participations acquired or yet to be acquired, not being participations
as referred to in subparagraph a, insofar as these participations are outside the sphere of influence of the
applicant have been acquired or will be acquired.
Article 3:103
1.

Everyone shall notify the Dutch Central Bank in advance of any change in their
qualifying holding in a financial undertaking, other than a risk entity
acceptance as referred to in Section 3:95(1):
a. as a result of which the size of this participation exceeds 20, 33 or 50 percent or
making the financial undertaking a subsidiary; or
b. as a result of which the size of this participation falls below 10, 20, 33 or 50 percent or
whereby the financial undertaking ceases to be a subsidiary.

2.

A financial undertaking as referred to in Section 3:95(1)(a) to
d or f, as soon as it becomes aware of this, will notify the Dutch Central Bank of any
acquisition, divestiture or change of a qualifying holding in that undertaking:
a. as a result of which the size of this participation exceeds 20, 33 or 50 percent or
whereby the financial undertaking concerned becomes a subsidiary; or
b. as a result of which the size of this participation falls below 10, 20, 33 or 50 percent or
whereby the financial undertaking concerned ceases to be a subsidiary.

3.

To the best of its knowledge, a financial undertaking as referred to in paragraph 2 shall provide the
Nederlandsche Bank in the month of July of each year knowledge of the identity of each person
holding a qualifying holding in the undertaking concerned.

4.

An underwriting entity or reinsurer, as soon as it
becomes known, the Dutch Central Bank will notify any divestment or change of a
qualifying holding in her or him, as a result of which the size of this holding is
the 10 percent drops.

5.

If the size of a participation for which a declaration of no objection is
issued falls below 10 percent, the certificate of no objection issued by
by right.

6.

For the application of the first and second paragraph, a payment institution is subject to a
obligation to notify if the size of the participation exceeds 20, 30 or
50 percent rises or falls below 10, 20, 30 or 50 percent.

Article 3:104
1.

Without prejudice to Articles 1:102, second paragraph, and 1:106a, the Dutch Central Bank may
to a declaration of no objection issued by it as referred to in Section 3:95, first
paragraph, 3:96, first paragraph, or 3:97, impose restrictions or impose regulations with a view to

Page 247

to the interests that Section 3:100 and 3:101 respectively seek to protect. The first
sentence shall apply mutatis mutandis to a draft decision as referred to in Section 3:95,
third member.
2.

If any control associated with a qualifying holding in a
financial undertaking as referred to in Section 3:95(1) has been conducted without a
declaration of no objection has been obtained or that the
restrictions have been observed, is a control partly due to the exercised
decision is voidable. The decision may be annulled at the request of
the Dutch bank. In that case, the decision is made by the court within whose jurisdiction
jurisdiction the financial undertaking has its registered office, annulled if the decision is made without
that the relevant control would have been exercised otherwise or not
would have been taken, unless a declaration of no
objection is granted or the restrictions not observed are revoked. The
The court will, insofar as necessary, regulate the consequences of the destruction.

3.

De Nederlandsche Bank may grant a person who does not comply with Section 3:95(1) by
by means of giving an instruction, within a period established by the Dutch
Term to be set by the bank with regard to points to be indicated in the designation decision
to follow a certain course of action.

Article 3:105
1.

Of the declaration of no objection issued by it, as referred to in Section 3:95, first
member, is granted by the Dutch Central Bank to the financial undertaking in which the
qualifying holding is held, acquired or enlarged.
If the application for a declaration of no objection pursuant to Section 3:95,
second paragraph, second sentence, has been submitted to the Netherlands Authority for the Financial Markets, the
Nederlandsche Bank issued the certificate of no objection to the Netherlands Authority for the Financial Markets
markets. The Netherlands Authority for the Financial Markets shares the issued statement of no objection
also to the financial undertaking concerned.

2.

When a declaration of no-objection is issued, the Nederlandsche Bank
announcement in the Government Gazette, unless the publication would lead or could lead to
to disproportionate advantage or disadvantage of interested parties.

3.

Without prejudice to Articles 1:104, 1:105, first paragraph, preamble and part b, and 1:106a,
the Dutch Central Bank may withdraw the declaration of no objection in whole or in part:
a. if a new declaration of no objection is issued to the holder that
relates or also relates to acts for which the to be revoked
declaration of no objection was granted;
b. if the holder of a declaration of no objection does not follow the course of conduct that the die
Nederlandsche Bank has prescribed to that holder on the basis of Section 1:75; or
c. if the applicant does not complete the acquisition or increase within the term referred to in Article
1:106th, has completed.

4.

Without prejudice to Articles 1:104, 1:105, first paragraph, preamble and part b, and 1:106a,
the Dutch Central Bank may impose further restrictions on a declaration of no objection
make or attach further rules to it or the declaration of no objection
revoke if with regard to the act for which the declaration of no
objection has been granted circumstances arise or facts become known which, if they
at the time of the granting of the declaration of no objection or
would have been known, would have given rise to the submission of this
restrictions, the binding of these regulations or the failure to grant the declaration of

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no problem.
5.

The Dutch Central Bank or the European Central Bank shares the amendment or withdrawal
of a declaration of no objection also to the financial undertaking concerned.

6.

The amendment or withdrawal of a declaration of no objection will be
Nederlandsche Bank has been notified in the Government Gazette, unless publication would lead to
or could lead to a disproportionate advantage or disadvantage of stakeholders.

7.

If a declaration of no objection has been issued for a qualified
participation in a bank, not being the holder of a license as referred to in Section 3:4,
Contrary to paragraphs 3 and 4, the Dutch Central Bank shall not adopt a decision as referred to
in the third and fourth paragraph, but a draft decision to that effect.

Article 3:106
1.

Rules may be laid down by or pursuant to an order in council with
with regard to holders of a declaration of no objection of which at least one
subsidiary is an investment firm that has a license as referred to in Article
2:96, in order to prevent the act for which the declaration is of no objection
granted, could cause or lead to an influence on the investment firm that
is contrary to the financial soundness of that investment firm.

2.

The rules referred to in the first paragraph can only relate to financial
guarantees, data and information to be provided and the form in which they are
data and information are provided.

3.

On request, the Dutch Central Bank grants in whole or in part, whether or not for
for a fixed period, exemption from the first paragraph if the holder of the declaration of no
objection demonstrates that those rules cannot reasonably be complied with and that the
purposes that these rules are intended to achieve are otherwise achieved.

Article 3:107
Once a year, the Dutch Central Bank shall notify Our Minister of the information about which it
pursuant to Section 3:103(1) and (2).
Article 3:108
Articles 3:95 and 3:103 do not apply to qualified
participations held by investment firms or banks as a result of the granting of
an investment service as referred to in parts e and f of the definition of the provision of a
investment service, if the resulting voting rights are not exercised or
otherwise used to control the issuer and the
concerning qualifying holding is transferred within one year of acquisition.
Article 3:108a
[Expired as of 19-02-2019]
§ 3.3.11.2. Banks domiciled in a non-Member State
Article 3:109
Articles 3:96, 3:99, 3:101, 3:102, first and third paragraph, 3:104, first paragraph, 3:105, second, third,

Page 249

paragraph 4 and paragraph 6 apply mutatis mutandis to branches located in the Netherlands
of banks having their registered office in a non-Member State which has an authorization as referred to in Article
2:20.
Chapter 3.4. Rules for certain companies operating in the financial markets
Section 3.4.1. Supervision of financial institutions
§ 3.4.1.1. Financial institutions with registered office in the Netherlands
Article 3:110
1.

A financial institution with its registered office in the Netherlands that is a subsidiary of one or
more banks that have a license as referred to in Section 2:11(1), and that en
intends to conduct its business that it conducts in the Netherlands from a
branch situated in another Member State or through the provision of services to a
other Member State, can obtain a supervision order certificate from the Dutch
Bank.

2.

The application shall be made stating by or pursuant to a general order of
management information to be determined.

3.

On request, the Dutch Central Bank will grant the supervision order,
in the event that:
a. the applicant is permitted, insofar as other statutory
regulations apply, to perform these activities;
b. at least 90 percent of the voting rights in the applicant are held by the
bank or banks, referred to in the first paragraph;
c. the applicant's obligations are guaranteed by the bank or banks,
referred to in the first paragraph, and the Dutch Central Bank has agreed to this guarantee;
d. the bank or banks, referred to in the first paragraph, ensure that the financial institution
organizes its business operations in such a way that it conducts its business in a controlled and ethical manner
company guarantees.

4.

Without prejudice to the third paragraph, the Dutch Central Bank will issue a statement on request
of supervision as referred to in the first paragraph, if the applicant demonstrates that
are complied with the provisions pursuant to:
a. Section 3:8 with regard to the suitability of the persons referred to in that section;
b. Article 3:9 with regard to the reliability of the referred to in that Article
persons;
c. Article 3:10, first and second paragraph, with regard to the policy with regard to the
ethical business conduct;
d. Article 3:15, first and second paragraph, with regard to the minimum number of persons that
determine the day-to-day policy and the place from which they perform their activities;
e. Article 3:16 with regard to the control structure;
f. Article 3:33c with regard to the administration of the derivatives capital;
g. Article 3:53, first and third paragraph, with regard to the minimum equity capital; and
h. Article 3:57, first and second paragraph, with regard to solvency.

5.

Without prejudice to the third and fourth paragraphs, the Dutch Central Bank will grant a
statement of supervision order to a financial institution that intends to also
provide investment services or perform investment activities, if the applicant

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demonstrates that the provisions pursuant to:
a. Article 4:14, second paragraph, under c, under 1° to 6°, with regard to the
organization of business operations;
b. Article 4:87 with regard to taking adequate measures to protect
the rights of clients; and
c. Article 4:91a with regard to the rules applicable to the trading process and the
settlement of transactions in a multilateral trading facility if the applicant
intends to operate a multilateral trading facility.
6.

7.

Articles 3:8, 3:9, 3:10, 3:15, 3:16, 3:17, 3:18, 3:33, 3:53, 3:57, 3:95, first paragraph,
opening words and part a, second paragraph, first sentence, 3:99, 3:100, 3:102, first and second paragraph,
3:103, 3:105 and 3:108a, apply mutatis mutandis to financial institutions that
have a statement of supervision.
Article 1:48 applies mutatis mutandis.

8.

On request, the Dutch Central Bank may grant a full or partial exemption from
the third paragraph, opening words and part d, or of the fourth paragraph, opening words and parts c, f, or h,
if the applicant demonstrates that this cannot reasonably be complied with and that the
purposes which those parts are intended to achieve are otherwise achieved. Article 2:2 is
applicable mutatis mutandis.

9.

This Article applies mutatis mutandis to subsidiaries of financial
institutions as referred to in the first paragraph.

Section 3.4.2. Regime for banks affiliated with a central credit institution
Article 3:111
1.

By ministerial regulation, a group of banks that is permanently affiliated with a central
credit institution that exercises control over business operations, outsourcing, solvency and
liquidity of those banks, are exempted from the supervision by the Dutch Central Bank on
compliance with the provisions pursuant to Chapter 1.7 and Articles 3:10, 3:17, 3:17b, 3:17c, 3:18,
3:18a, 3:57, 3:62a, 3:62b and 3:63 of this Act and, pursuant to Section 10
of the Capital Requirements Regulation, of the provisions pursuant to Parts 2 to 8 of
that regulation, if:
a. the central credit institution and the affiliated banks are jointly and severally liable for each other's
obligations or the obligations of the affiliated banks by the central
credit institution are guaranteed;
b. the central credit institution is sufficiently competent to comply with this law
give necessary instructions to the affiliated banks; and
c. the supervision of the exchange exercised pursuant to Sections 3:57 and 3:63
credit institution and its affiliated banks is exercised on a consolidated basis.

2.

With regard to a bank that belongs to a group that is
exempt under the first paragraph provide that Articles 1:75, 1:104, 1:125, second paragraph,
2:12, first paragraph, 2:13, first and second paragraph, 3:8, 3:9, 3:15, 3:16, 3:19, 3:29 , 3:33c, 3:53, 3: 71,
3:72, 3:88, 4:14, 4:87 and 4:91a are wholly or partially inapplicable.

3.

The central credit institution exercises control over the member banks under its
articles of association and the articles of association of the affiliated banks or pursuant to an agreement with the
its affiliated banks. This check includes:

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a. giving instructions that correspond in content and intent with the rules that
pursuant to Chapter 1.7 and Articles 3:10, 3:17, 3:17b, 3:17c, 3:18, 3:18a, 3:57, 3:62a,
3:62b and 3:63 of this Act, as well as pursuant to parts 2 to 8 of the
capital requirements regulation, are imposed on the member banks;
b. checking whether the affiliated banks comply with the instructions, referred to in part
a;
c. determining for the affiliated banks the form in which the statements referred to in
Article 3:72, the name and description of the items that this
contain states, the successive dates to which these states relate,
the time limits within which these statements are submitted and the principles to be used
of the valuation of the items;
d. the submission by the affiliated banks of the statements, referred to in Section 3:72, to the
central credit institution; and
e. obtaining information from the affiliated banks for the purpose of checking
compliance with the information given by the central credit institution pursuant to this article
instructions.
Chapter 3.5. Special rules and measures with regard to financial
companies operating in the financial markets
Section 3.5.1. Special measures with regard to banks,
investment firms, payment institutions and electronic money institutions
Article 3:111a
1.

The Dutch Central Bank may notify a bank with its registered office in the Netherlands or a
investment firm with its registered office in the Netherlands, which provides investment services or
investment activities carried out in the Netherlands, impose measures if:
a. the bank or investment firm does not comply with the provisions pursuant to this part or the
capital requirements regulation;
b. there are indications that the bank or investment firm will
unlikely to comply with the provisions under this Part or the Regulation
capital requirements; or
c. from the evaluation, referred to in Section 3:18a, of the manner in which the business operations are conducted
arranged, of the liquidity held and of the qualifying capital of the bank or
investment firm, it appears that sound management and coverage of the
risks is insufficiently guaranteed.

2.

The measures referred to in the first paragraph are the following:
a. with due observance of Article 104(3) of the Capital Requirements Directive kapitaal
require it to have a higher solvency or liquidity than pursuant to the
Articles 3:57 and 3:63 of this Act or pursuant to the Capital Requirements Regulation
necessary;
b. prescribe that strategies, measures and
procedures are tightened up;
c. require the bank or investment firm to draw up a plan in order to
to be able to meet the requirements referred to in the preamble on a permanent basis and to set a date
on which the plan will be implemented;
d. make changes to the plan, referred to in part c, with regard to the
scope thereof and the date on which the plan will be implemented;
e. prescribe that, in connection with the liquidity or solvency requirements, a specific
provisioning policy is pursued whether the liquidity items or the assets on a specific
manner to be treated;

Page 252

f. impose restrictions on business activities and transactions of or network relationships
between banks or investment firms;
g. prescribe that activities that pose an undue risk to the
the soundness of the bank or investment firm is limited or terminated;
h. prescribe that the risks run by the bank or investment firm are
limited;
i. require the bank or investment firm to pay the variable part of the remuneration
limited to a certain percentage of the total net income, if this remuneration
not related to maintaining the soundness of the bank or investment firm
to unite is;
j. require the bank or investment firm to use its net profits to
strengthen solvency;
k. impose restrictions or prohibitions on making distributions to
shareholders or members or making payments on additional
capital instruments as referred to in Article 52 of the Capital Requirements Regulation, for
insofar as this does not lead to a shortcoming in the fulfillment of a payment obligation;
l. prescribe that the statements referred to in Section 3:72 and the reports referred to in the
Articles 99 and 100 of the Capital Requirements Regulation, are provided more frequently or
that it contains additional information, including with regard to the
solvency and liquidity position;
m. impose certain liquidity requirements, including restrictions on
differences in maturity between certain assets and liabilities;
n. require that the bank or investment firm, when applying part 8 of the
Capital Requirements Regulation discloses additional information; or
o. establish its continued presence with the bank or investment firm.
3.

In any event, the Dutch Central Bank will take the measures referred to in subsection 2(a).
measure if:
a. the bank or investment firm does not comply with the requirements laid down by or pursuant to Section 3:17 of
requirements imposed by this Act or Article 393 of the Capital Requirements Regulation;
b. certain risks or aspects thereof are not covered by the required solvency;
c. the imposition of other measures in the opinion of the Dutch Central Bank is not
within a reasonable period of time will lead to an improvement of the
implemented strategies, procedures and measures;
d. on the basis of the evaluation referred to in Article 3:18a, it appears that the
requirements for the use of an internal model in the opinion of the Dutch Central Bank
has led to a determination of the required solvency at too low a level;
e. the bank or investment firm, in the opinion of the Dutch Central Bank,
underestimated risks to which she is exposed; or
f. from the results of the stress test, referred to in Article 377(5) of the Regulation van
capital requirements, it appears that the required solvency with regard to the
correlation trading book, referred to in Article 338 of the Capital Requirements Regulation,
has been determined to be significantly too low.

4.

The Dutch Central Bank shall cancel the measures referred to in subsections 1 and 2.
as soon as the circumstances referred to in the first or third paragraph no longer arise.

5.

The measures referred to in the second paragraph may be carried out in the exercise of the supervision of
consolidated basis under Part 1, Title II, of the Capital Requirements Regulation also
imposed on a financial holding company or mixed financial holding company.

Article 3:111b
1.

A payment institution that intends to provide payment services through the intermediary of

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a payment service agent, inform the Dutch Central Bank of this, stating
or data to be determined pursuant to an order in council.
2.

If, in accordance with the first paragraph, the Dutch Central Bank has the data
received and she is convinced that the data is correct, she registers the agent in the
register, referred to in Article 1:107.

3.

The first and second paragraphs apply mutatis mutandis to
electronic money institutions with their registered office in the Netherlands that, through the intermediary of a
payment service agent to provide payment services.

Section 3.5.1a. Portfolio transfer
§ 3.5.1a.0. Preliminary provisions
Article 3:111c
A life insurer, funeral expenses and benefits in kind insurer or non-life insurer, not being a
insurer with limited scope of risk, can exercise its rights and obligations under insurance
exclusively transfer to another insurer, not being an insurer with limited liability
risk size. However, the Dutch Central Bank may allow the rights and obligations arising from
insurance are transferred to an insurer with a limited scope of risk, which is subject to
prudential supervision.
§ 3.5.1a.1. Insurers with registered office in the Netherlands
Article 3:112
1.

A life insurer with its registered office in the Netherlands that exercises rights and obligations
wish to transfer life insurance, requires the consent of the
Nederlandsche Bank if it concerns:
a. the transfer of rights and obligations under life insurance, taken out from a
establishment in a Member State, to another life insurer established in a Member State in the
in the context of its business from an establishment in a Member State;
b. the transfer of rights and obligations under life insurance, concluded from the
registered office in the Netherlands, to another life insurer having its registered office in a state that does not
Member State is, in the context of its business operations, from a
branch;
c. the transfer of rights and obligations under a life insurance policy, taken out from
a branch located in another Member State, to another life insurer with
registered office in a non-Member State in the course of its business from a
branch located in a Member State.

2.

In the case referred to in the first paragraph, under c, the Dutch Central Bank shall only vote:
with the transfer if the supervisory authorities concerned also agree
request of the Dutch Central Bank.

3.

Notwithstanding the first paragraph, life insurers with their registered office in the Netherlands are not required to
the consent of the Dutch Central Bank for the transfer of their rights and
obligations under an individual life insurance policy at the request of the policyholder.

Article 3:113
1.

A funeral expenses and benefits in kind insurer with registered office in the Netherlands that exercises rights and obligations

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wishes to transfer funeral insurance in kind, requires the consent of the
Nederlandsche Bank if it concerns:
a. the transfer of rights and obligations under funeral benefits in kind insurance, concluded
from the registered office in the Netherlands, to another funeral expenses-in-kind insurer or to a
life insurer established in the Netherlands in the context of its business operations
from a branch in the Netherlands;
b. the transfer of rights and obligations under funeral benefits in kind insurance, concluded
from a branch office located outside the Netherlands, to another natural
funeral insurer or to a life insurer in the context of its
business operations from a branch in the Netherlands.
2.

A life insurer with its registered office in the Netherlands that has rights and obligations in kind
wishes to transfer funeral insurance, requires the consent of the
Nederlandsche Bank if it concerns:
a. the transfer of rights and obligations under funeral benefits in kind insurance, concluded
from the registered office in the Netherlands, to another funeral expenses and benefits in kind insurer with registered office in
the Netherlands in the context of its business operations from a branch in the Netherlands;
b. the transfer of rights and obligations under funeral benefits in kind insurance, concluded
from a branch office located outside the Netherlands, to another natural
funeral insurer in the context of its business operations from a branch in
The Netherlands.

3.

In the case referred to in the first paragraph, part b, and the second paragraph, part b, the
Nederlandsche Bank with the transfer only if the supervisory authority concerned
authority of that State, if any, also at the request of the
Nederlandsche Bank has agreed.

4.

Notwithstanding the first paragraph, a funeral expenses and benefits in kind insurer with its registered office in the Netherlands may
his rights and obligations under an individual funeral insurance in kind at the request of the
transfer the policyholder.

Article 3:114
1.

A non-life insurer with its registered office in the Netherlands that has rights and obligations under
wish to transfer non-life insurance, such transfer may be made with the consent of the
Nederlandsche Bank without the cooperation or consent of those who
can derive rights from those non-life insurance policies if it concerns:
a. the transfer of rights and obligations under non-life insurance, concluded
from an establishment in a Member State, to another non-life insurer with its registered office in a
Member State in the context of its business from an establishment in a Member State;
b. the transfer of rights and obligations under non-life insurance, concluded
from the registered office in the Netherlands, to another non-life insurer with registered office in a state
which is not a Member State in the context of its business operations from a Netherlands
located branch;
c. the transfer of rights and obligations under non-life insurance, concluded
from a branch located in another Member State, to another non-life insurer
having its registered office in a non-Member State in the course of its business from
a branch located in a Member State.

2.

In the case referred to in the first paragraph, under c, the Dutch Central Bank shall only vote:
with the transfer if the supervisory authorities concerned also agree

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consent to the request of the Dutch Central Bank.
Article 3:114a
1.

A reinsurer with its registered office in the Netherlands that exercises rights and obligations
wishes to transfer reinsurance, such transfer may be made with the consent of the
Nederlandsche Bank without the cooperation or consent of those who
can derive rights from those reinsurances if it concerns:
a. the transfer of reinsurance rights and obligations, concluded from a
establishment in a Member State, to another reinsurer established in a Member State in the
in the context of its business from an establishment in a Member State;
b. the transfer of reinsurance rights and obligations, concluded from the registered office
in the Netherlands, to another reinsurer with its registered office in a non-Member State in
in the context of its business operations from a branch office located in the Netherlands;
c. the transfer of reinsurance rights and obligations, concluded from an in
branch located in another Member State, to another reinsurer having its registered office in a
non-Member State in the course of its business from a
Member State branch.

2.

In the case referred to in the first paragraph, under c, the Dutch Central Bank shall only vote:
with the nomination if the supervisory authorities concerned also
consent to the request of the Dutch Central Bank.

Article 3:115
1.

With a transfer of the rights and obligations under all life insurance policies, from all
funeral expenses and benefits in kind insurance, under all non-life insurance policies or under all reinsurance policies
by life insurers, funeral expenses and benefits in kind insurers, non-life insurers respectively
reinsurers with their registered office in the Netherlands, the transfer of these rights and
obligations in the event of a merger as referred to in Article 309 of Book 2 of the Dutch Civil Code
or in the event of a division as referred to in Section 334a of Book 2 of the Dutch Civil Code.

2.

On a transfer as referred to in the first paragraph with regard to a life insurer
with its registered office in the Netherlands, Articles 3:112, first paragraph, opening words and part a, and second
paragraph, 3:113, second paragraph, preamble and part a, 3:116, 3:117, first paragraph, 3:118, first paragraph,
part a, fourth and fifth paragraph, 3:119 and 3:120, first to fourth paragraph, of
similar applications.

3.

On a transfer as referred to in the first paragraph with regard to a
funeral insurer with its registered office in the Netherlands, Articles 3:113, first paragraph, preamble and
part a, 3:116, 3:118, sixth paragraph, 3:119 and 3:120, first to third paragraphs, of
similar applications.

4.

On a transfer as referred to in the first paragraph with regard to a non-life insurer
with its registered office in the Netherlands, Articles 3:114, first paragraph, preamble and part a, 3:116,
3:117, second paragraph, 3:118, first through fifth paragraph, and 3:120, first through third, fifth,
seventh and ninth paragraph, apply mutatis mutandis.

5.

On a transfer as referred to in the first paragraph with regard to a reinsurer with
registered office in the Netherlands, Articles 3:114a, first paragraph, preamble and part a, 3:116, 3:118a
and 3:120, paragraphs 1 and 3, apply mutatis mutandis.

Article 3:116

Page 256

The application for consent to a transfer as referred to in Section 3:112(1), 3:113,
first and second paragraph, 3:114, first paragraph, or 3:114a, first paragraph, shall be made stating at or
data to be determined pursuant to an order in council.
Article 3:117
1.

If an intended transfer as referred to in Section 3:112(1)(a)
relates to life insurance policies taken out from a situated in another Member State
branch, and in the event of a transfer as referred to in Section 3:112(1)(c),
After receipt of the information referred to in Section 3:116, the Dutch Central Bank shall submit this
data for advice to the regulatory body of each Member State concerned.

2.

If an intended transfer as referred to in Article 3:114, first paragraph, under a,
relates to non-life insurance, taken out from a situated in another Member State
branch, and in the event of a transfer as referred to in Section 3:114(1)(c),
After receipt of the information referred to in Section 3:116, the Dutch Central Bank shall submit this
data for advice to the regulatory body of each Member State concerned.

Article 3:118
1.

The Dutch Central Bank only agrees to a transfer as referred to in Section 3:112,
first paragraph, or Article 3:114, first paragraph, to:
a. a life insurer or non-life insurer with its registered office in the Netherlands, if it
life insurer or non-life insurer, partly in view of the intended
transfer, complies with the solvency capital requirement and with the Dutch Central Bank
there are no objections to the transfer;
b. a life insurer or non-life insurer with its registered office in another Member State, if the
supervisory authority of that Member State at the request of the Dutch Central Bank has
declares that this life insurer or non-life insurer, partly in view of the
proposed transfer, meets the Solvency Capital Requirement and
Nederlandsche Bank has no objections to the transfer; or
c. a life insurer or non-life insurer having its registered office in a non-Member State in
in the context of its business operations from a branch office located in the Netherlands, if
the branch concerned, also in view of the intended transfer, complies with the
solvency capital requirement and there are no reservations at the Dutch Central Bank
against the transfer.

2.

If a supervisory authority of a Member State is responsible for supervising the
solvency capital requirement of the branch, referred to in the first paragraph, under c, votes
the Dutch Central Bank only after that supervisory authority, at the request of the
Nederlandsche Bank has announced that the branch, partly in view of the proposed
transfer, meets the Solvency Capital Requirement.

3.

The Dutch Central Bank only agrees to a transfer as referred to in Section 3:112,
first paragraph, or Article 3:114, first paragraph, to a life insurer or non-life insurer with
registered office in a non-Member State in the course of its business from an in
branch located in another State if:
a. the supervisory authority of that Member State or, if another
supervisory authority of a Member State is responsible for the supervision of the
Solvency Capital Requirement of the concerned branch, the latter at
request of the Dutch Central Bank that the branch, partly in view of
the proposed transfer complies with the Solvency Capital Requirement; and
b. the supervisory authority concerned agrees at the request of the Dutch Central Bank

Page 257

with the transfer.
4.

Insofar as a transfer relates to non-life insurance at the time of conclusion
for which risks located in another Member State are insured or on
provision of life insurance services to another Member State, the
Nederlandsche Bank only after the supervisory authority of that Member State has
request of the Dutch Central Bank has stated that it agrees to the transfer.

5.

If the supervisory authority, referred to in the fourth paragraph or in Article 3:117, does not
within three months of receipt of the request to that effect from the
Nederlandsche Bank has responded, this is equated with a favorable opinion
or consent.

6.

The Dutch Central Bank only agrees to a transfer as referred to in Section 3:113,
first or second paragraph, to:
a. a life insurer with its registered office in the Netherlands, with its registered office in another Member State or with
registered office in a non-Member State, if this life insurer, taking into account the
proposed transfer, meets the Solvency Capital Requirement and
Nederlandsche Bank has no objections to the transfer;
b. a funeral expenses and benefits in kind insurer with its registered office in the Netherlands, if this funeral expenses
funeral insurer, partly in view of the intended transfer, complies with the
solvency capital requirement and there are no reservations at the Dutch Central Bank
against the transfer; and
c. a funeral expenses and benefits in kind insurer with its registered office outside the Netherlands in the context of its
conducting business from a branch office located in the Netherlands if the concerned
branch, also in view of the intended transfer, complies with the
solvency capital requirement and there are no reservations at the Dutch Central Bank
against the transfer.

Article 3:118a
1.

The Dutch Central Bank only agrees to a transfer as referred to in Article
3:114a, to:
a. a reinsurer with its registered office in the Netherlands, if this reinsurer, taking into account also
the proposed transfer complies with the Solvency Capital Requirement;
b. a reinsurer having its registered office in another Member State or a designated State, if the
supervisory authority of the state at the request of the Dutch Central Bank has
declared that this reinsurer, also in view of the intended transfer, complies
to the Solvency Capital Requirement; or
c. a reinsurer with its registered office in a non-designated state in the context of service
conducting business from a branch office located in the Netherlands, if the concerned
branch, also in view of the intended transfer, complies with the
solvency capital requirement.

2.

The Dutch Central Bank only agrees to a transfer as referred to in Article
3:114a, first paragraph, to a reinsurer having its registered office in a non-designated Member State in the
in the course of its business from a branch located in another Member State:
a. the supervisory authority of that Member State at the request of the Dutch Central Bank
has announced that the branch office, also in view of the intended transfer, complies
to the Solvency Capital Requirement; and
b. the supervisory authority concerned agrees at the request of the Dutch Central Bank
with the transfer.

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Article 3:119
1.

If the information referred to in Section 3:116 is sufficient for the preparation of the
decision, the Dutch Central Bank instructs the life insurer or in-kind
funeral insurer to cancel its intention to transfer rights and obligations
to make a statement in the Government Gazette and on other notices issued by the Dutch Central Bank
determine manner. In doing so, the Dutch Central Bank will inform you of the term within which
the policyholders concerned have lodged a written objection with the Dutch Central Bank against the transfer
can resist.

2.

If one-fourth or more of the policyholders are within the
bank, referred to in the first paragraph, against the intended transfer by a
life insurer or funeral expenses-in-kind insurer, the Dutch
Bank no consent.

3.

If the Dutch Central Bank has reservations about the transfer, it will share them
any concerns after the expiry of the stipulated period to the life insurer or in-kind
funeral insurer.

4.

If not within the term set by the Dutch Central Bank, referred to in the
paragraph 1, one fourth or more of the policyholders against the Proposed Transfer
opposition and there are no objections to the transfer at the Nederlandsche Bank either,
the Dutch Central Bank grants the life insurer or funeral expenses-in-kind insurer
consent to the transfer. The transfer can then take place and is effective from
regard to all concerned.

5.

For the purposes of this article, the policyholder is understood to mean the policyholder
or his legal successor, but if a payment from the insurance is due and payable, the
benefit recipient. In the case of a transfer by a life insurer, if
the policyholder with an implementation agreement as referred to in Article 1 of the
There is no Pension Act with an insurer, by policyholder we mean the person who because of
severing the ties with his employer's company a non-contributory
has been entitled to benefits. Notwithstanding the first and second sentences,
in the case of a group life insurance policy for the purposes of the second paragraph, the
number of insured persons taken into account.

Article 3:120
1.

The insurer that claims rights and obligations with the consent of the Dutch
Bank has transferred, announces the transfer in the Government Gazette.

2.

A life insurer or funeral expenses-in-kind insurer states in the notification,
referred to in the first paragraph, the date on which the transfer took place. A
non-life insurer will also notify the transfer to other parties designated by the
Dutch Central Bank in a manner to be determined.

3.

The content of the notifications referred to in paragraphs 1 and 2 need not be
prior consent of the Dutch Central Bank.

4.

If the transfer involves life insurance policies which are
provision of services to another Member State, the life insurer of
the transfer shall also be notified in that Member State. In that case, the third paragraph is
similar applications.

5.

If the transfer involves non-life insurance, involving risks
insured, which are located in another Member State, the non-life insurer of the
transfer also notification in that Member State. In that case, the third paragraph is
similar applications.

6.

The transfer by a non-life insurer is with regard to all other
persons involved than the relevant non-life insurers in force from the second
day following that of the date of the Government Gazette in which the publication is
posted.

7.

The policyholders involved in the transfer by a non-life insurer may
for three months after the date of the Government Gazette in which the publication is
terminate the non-life insurance in writing with effect from the day after the end of
this term. The non-life insurer will then give the prepaid premium as well as the
insurance tax paid back for the part that is proportional to the amount paid on the above
the said day, part of the term for which the premium and the
insurance tax was paid.

8.

If a policyholder who is a member of a mutual insurance association with
registered office in the Netherlands or of a mutual enterprise with its registered office in a state that
is no Member State as a result of the transfer no longer has insurance with this insurer
running, his membership in that regard ends by operation of law with effect from the second
day following that of the date of the Government Gazette in which the publication is
posted.

9.

If, at the time of the transfer, the membership of a mutual insurance association with
registered office in the Netherlands or of a mutual company with registered office outside
Netherlands, ends in the event of cancellation in accordance with the seventh paragraph of this
membership and the resulting liability for any shortfall by operation of law
with effect from the day after the expiry of the term referred to in that paragraph.

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Article 3:121
[Expired as of 09-01-2008]
§ 3.5.1a.2. Life insurers and non-life insurers with their registered office in another Member State
Article 3:122
1.

If the legislation of another Member State does not provide for a consent procedure
for a life insurer, not being an insurer with a limited scope of risk, with
registered office there for the transfer of rights and obligations under life insurance, concluded
from a branch office located in the Netherlands, to another life insurer with its registered office in
a non-Member State, in the course of its business from an in
Netherlands branch, the transfer can take place with the consent of the
Dutch Bank.

2.

If the legislation of another Member State does not provide for a consent procedure
for a non-life insurer, not being an insurer with a limited scope of risk, with
registered office there for the transfer of rights and obligations under non-life insurance,
concluded from a branch office located in the Netherlands, to another non-life insurer with
registered office in a non-Member State, in the course of its business from an in
Netherlands branch, the transfer can take place with the consent of the
Nederlandsche Bank and without the cooperation or consent of those who

Page 260

non-life insurance policies can derive rights.
3.

The Dutch Central Bank does not grant its consent before the supervisory
authority of the Member State of the seat of the transferring insurer at the request of the
Nederlandsche Bank has informed it that it agrees to this transfer.

Article 3:122a
1.

With a transfer of the rights and obligations under all life insurance policies or
under all non-life insurance policies by life insurers respectively
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a
other Member State, the transfer of these rights and obligations in the event of a
merger as referred to in Article 309 of Book 2 of the Dutch Civil Code or in the event of a demerger as
referred to in Article 334a of Book 2 of the Dutch Civil Code.

2.

On a transfer as referred to in the first paragraph with regard to a life insurer
Articles 3:113, first paragraph, opening words and part a, 3:113, second paragraph, opening words and
part a, 3:116, 3:117, first paragraph, 3:118, first, second and fifth paragraph, 3:119 and 3:120,
paragraphs 1 to 4, apply mutatis mutandis.

3.

On a transfer as referred to in the first paragraph with regard to a non-life insurer
Articles 3:114, first paragraph, preamble and part a, 3:116, 3:117, second paragraph, 3:118,
first to fifth paragraphs, and 3:120, first to third, fifth, seventh and ninth paragraphs,
applicable mutatis mutandis.

Article 3:123
1.

If a supervisory authority of another Member State denounces the Dutch Central Bank
asks for its advice on or consent to a proposed transfer of rights and
obligations under life insurance or under non-life insurance, it gives its advice or
consent within three months of receipt of the request to that effect.

2.

If the transfer is made to a life insurer or non-life insurer with
registered office in another Member State in the context of its business from an establishment in
in another Member State, the Dutch Central Bank does not agree to:
a. a transfer by a life insurer to a life insurer with its registered office in a
another Member State, if the transfer relates to a
life insurance policy located at a branch where there is no question of carrying out
of services and the transfer is not in the interest of those who
can derive life insurance rights; and
b. a transfer by a non-life insurer to a non-life insurer with its registered office in
another Member State, if the transfer relates to a
located branch closed non-life insurance, the risks of which are in the Netherlands
located and the transfer is not in the interest of those who
can derive non-life insurance rights.

3.

If the transfer is made to a life insurer or non-life insurer with
registered office in a non-Member State in the course of its business from a
branch office in another Member State, the Dutch Central Bank does not agree to:
a. a transfer by a life insurer to a life insurer with its registered office in a
non-Member State, if the transfer relates to an in
Closed life insurance branch located in the Netherlands where there is no question of the
provision of services, unless the transfer is in the interest of those who

Page 261

can derive life insurance rights;
b. a transfer by a non-life insurer to a non-life insurer with its registered office in
a State which is not a Member State, if the transfer relates to an in
Non-life insurance branch located in the Netherlands, the risks of which are in
are located in the Netherlands, unless the transfer is in the interest of those who
can derive non-life insurance rights.
Article 3:124
1.

The consent given by a supervisory authority of another Member State
to a life insurer or non-life insurer having its registered office in that Member State with the transfer of
rights and obligations under a life insurance policy or under a non-life insurance policy in
in the context of its business operations from a branch office located in the Netherlands or in
in the context of providing services to the Netherlands from an establishment in another
Member State, shall take the place of the cooperation or consent of those who
life insurance or non-life insurance can derive rights.

2.

The life insurer or non-life insurer that has rights and obligations under the
first paragraph, will announce the transfer in the Government Gazette and on
other manner to be determined by the Dutch Central Bank. The content of these publications
requires the prior consent of the Dutch Central Bank.

3.

The transfer is made with regard to all data subjects other than the concerned
life insurers or non-life insurers in force under the law of the
time to be determined in the Member State concerned or, in the absence of an arrangement in that Member State, with
with effect from the second day following that of the date of the Government Gazette in which
the publication has been posted.

4.

In the event of a transfer by a non-life insurer, the
concerned policyholders the non-life insurance in accordance with the law of the
Member State concerned in a certain way. In the absence of a regulation in that Member State,
Article 3:120, seventh paragraph, applies mutatis mutandis.

5.

If, upon transfer by a non-life insurer, the membership of a
mutual insurance company with its registered office in the Netherlands or of a company on
mutual basis with registered office outside the Netherlands has been obtained, ends in the event of termination
pursuant to the fourth paragraph this membership and the resulting liability for
a deficit by operation of law in accordance with the law of the Member State concerned
manner or, in the absence of an arrangement in that Member State, with effect from the day after the expiry
of the term referred to in Article 3:120, seventh paragraph.

6.

If a policyholder who is a member of a mutual company
as a result of the transfer no longer has life insurance policies with the life insurerverzekeraar
run, his membership terminates by operation of law in accordance with the law of the person concerned
Member State in any specific manner or, in the absence of an arrangement in that Member State, with effect from
the second day following the date of the Government Gazette in which the publication
is placed.

Article 3:125
1.

If a life insurer with its registered office in another Member State requests the consent of the
supervisory authority of the Member State of its seat to exercise rights and obligations under a
life insurance in the context of its business operations from a location in the Netherlands
transferring the branch to another life insurer, he does not
transfer without delay notice in the Government Gazette and on other

Page 262

Bank to be determined. In doing so, notification is made of a
Period to be determined by the bank, within which the policyholders concerned register with the Dutch
Bank can oppose the transfer in writing.
2.

If one quarter or more of the policyholders object to the
has resisted the transfer, the Dutch Central Bank will not grant its consent.

3.

Article 3:119(5) applies mutatis mutandis.

§ 3.5.1a.3. Life insurers and non-life insurers with their registered office in a state that does not
Member State is
Article 3:126
1.

A life insurer, not being an insurer with a limited scope of risk, with
registered office in a non-Member State which has rights and obligations under life insurance
wishes to transfer, requires the consent of the Dutch Central Bank if the
regarding:
a. the transfer of rights and obligations under life insurance, taken out from an in
branch located in the Netherlands, to another life insurer having its registered office in a Member State
in the context of conducting his business from an establishment in a Member State;
b. the transfer of rights and obligations under life insurance, taken out from an in
branch located in the Netherlands, to another life insurer with its registered office in a state
which is not a Member State in the context of its business operations from a Netherlands
located branch.

2.

Insofar as life insurance policies as referred to in the first paragraph by means of the
provision of services to another Member State, the life insurer . may
rights and obligations under the condition set out in the preamble of the first paragraph
also transfer to another life insurer established in a non-Member State
is in the course of its business from a branch located in that Member State.

3.

Notwithstanding the first and second paragraph, life insurers, not being zijn
insurers with a limited scope of risk, having their registered office in a non-Member State
rights and obligations under an individual life insurance policy at the written request of the
transfer the policyholder.

4.

The provisions pursuant to Articles shall apply to a transfer as referred to in the first paragraph
3:116, 3:119 and 3:120, first to fourth paragraphs and eighth paragraphs, of corresponding
application.

Article 3:127
1.

A non-life insurer, not being an insurer with a limited scope of risk, with
registered office in a non-Member State which has rights and obligations under
wish to transfer non-life insurance, such transfer may be made with the consent of the
Nederlandsche Bank without the cooperation or consent of those who
can derive rights from those non-life insurance policies if it concerns:
a. the transfer to another non-life insurer with its registered office in a Member State within the framework of
of its business from an establishment in a Member State;
b. the transfer to another non-life insurer having its registered office in a non-Member State
is in the context of its business operations from a branch office located in the Netherlands.

Page 263

2.

Insofar as when the non-life insurance referred to in the first paragraph is taken out in a
risks located in another Member State are insured, the non-life insurer may have rights and
also transfer obligations under the condition set out in the preamble of that paragraph to
another non-life insurer with its registered office in a non-Member State in the context of
its business from a branch in the Member State where the risk is located.

3.

The provisions pursuant to Articles shall apply to a transfer as referred to in the first paragraph
3:116 and 3:120, first to third and fifth to ninth paragraphs, of
similar applications.

Article 3:127a
1.

With a transfer of the rights and obligations under all life insurance policies or
under all non-life insurance policies by life insurers respectively
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a
State which is not a Member State shall be equated with the transfer of these rights and obligations
in the event of a merger as referred to in Section 309 of Book 2 of the Dutch Civil Code or in the event of a
division as referred to in Article 334a of Book 2 of the Dutch Civil Code.

2.

On a transfer as referred to in the first paragraph with regard to a life insurer
Articles 3:113, first paragraph, opening words and part a, 3:113, second paragraph, opening words and
part a, 3:116, 3:117, first paragraph, 3:118, first, second and fifth paragraph, 3:119 and 3:120,
paragraphs 1 to 4, apply mutatis mutandis.

3.

On a transfer as referred to in the first paragraph with regard to a non-life insurer
Articles 3:114, first paragraph, preamble and part a, 3:116, 3:117, second paragraph, 3:118,
first to fifth paragraphs, and 3:120, first to third, fifth, seventh and ninth paragraphs,
applicable mutatis mutandis.

Article 3:128
1.

The Dutch Central Bank only agrees to a transfer as referred to in Section 3:126,
first and second paragraph, or 3:127, first and second paragraph, to:
a. a life insurer or non-life insurer with its registered office in the Netherlands if it
life insurer or non-life insurer, also in view of the intended transfer,
meets the solvency capital requirement and there is no
there are concerns about the transfer;
b. a life insurer or non-life insurer with its registered office in another Member State if the
supervisory authority of that Member State at the request of the Dutch Central Bank has
declares that this life insurer or non-life insurer, partly in view of the
proposed transfer, meets the Solvency Capital Requirement and
Nederlandsche Bank there are no objections to the transfer and there are no objections to the transfer
Nederlandsche Bank has no objections to the transfer;
c. a life insurer or non-life insurer having its registered office in a non-Member State in
in the context of its business operations from a branch office located in the Netherlands, if
the branch concerned, also in view of the intended transfer, complies with the
solvency capital requirement and there are no reservations at the Dutch Central Bank
against the transfer;
d. a life insurer or non-life insurer having its registered office in a non-Member State in
in the context of conducting its business from a branch in another Member State with
in respect of insurance policies taken out in the provision of services to that Member State if the
legislation of that Member State provides for the possibility of such a transfer and the
concerned regulatory body has declared its agreement with that transfer.

Page 264

2.

If another supervisory authority of a Member State is responsible for the supervision
to the solvency capital requirement of the branch concerned, referred to in the first paragraph,
under c, the Dutch Central Bank will only consent after that supervisory authority has
request of the Dutch Central Bank has stated that the branch, partly in view of the
proposed transfer, meets the Solvency Capital Requirement.

3.

Article 3:118, fourth and fifth paragraph, shall apply mutatis mutandis.

Article 3:129
1.

A life insurer or non-life insurer, not being an insurer with limited
risk size, having its registered office in a non-Member State that exercises rights and obligations
life insurance or rights or obligations under non-life insurance,
concluded by him when providing services to the Netherlands, with the consent of the
competent supervisory authority to another life insurer or
has transferred to another non-life insurer, transfers the transfer in the Netherlands
notification in a manner to be determined by the Dutch Central Bank.

2.

The content of the notification, referred to in the first paragraph, requires prior
consent of the Dutch Central Bank.

§ 3.5.1a.4. Insurers with limited scope of risk having their registered office in a non-designated
state
Article 3:130
1.

A life insurer with a limited scope of risk with its registered office in a non-designated
State wishing to transfer life insurance rights and obligations,
the consent of the Dutch Central Bank to this effect if it concerns the transfer of
rights and obligations under life insurance taken out from a location in the Netherlands
branch. The transfer is made to another life insurer in the context of its
business operations from a branch in the Netherlands.

2.

If the law of another state does not provide for a consent procedure for
a life insurer with limited scope of risk with its registered office there for the purpose of transferring its
rights and obligations under life insurance, taken out from a place in the Netherlands
branch, to another life insurer in the course of its business
from a branch office located in the Netherlands, the transfer can only take place with
consent of the Dutch Central Bank.

3.

The Dutch Central Bank only agrees to a transfer as referred to in the first paragraph
to a life insurer in the context of its business operations from an establishment in
Netherlands if this life insurer, also in view of the intended transfer,
meets the solvency capital requirement and there is no
objections to the transfer.

4.

The Dutch Central Bank agrees to a transfer as referred to in the first paragraph after
the supervisory authority in the State of the transferring .s registered office
life insurer has stated that it agrees to this transfer.

5.

Notwithstanding the second and fourth paragraph, a life insurer having its registered office in a nondesignated state its rights and obligations under an individual life insurance
request of the policyholder.

6.

The provisions pursuant to the

Page 265

Articles 3:116, 3:119 and 3:120, paragraphs 1 to 3, apply mutatis mutandis.
Article 3:131
1.

A funeral expenses and benefits in kind insurer with its registered office in a non-designated state that has rights and
wish to transfer obligations from funeral insurance in kind, it is necessary to do so
consent of the Dutch Central Bank in the case of the transfer of rights and
obligations under funeral insurance in kind taken out from a location in the Netherlands
branch. The transfer takes place to another funeral expenses and benefits in kind insurer or to a
life insurer in the context of its business operations from an establishment in
The Netherlands.

2.

If the law of another state does not provide for a consent procedure for
a funeral expenses and benefits in kind insurer with its registered office there to transfer its rights and
obligations from funeral insurance in kind, taken out from a . situated in the Netherlands
branch, to another funeral expenses and benefits in kind insurer or to a life insurer in the
in the context of its business operations from a branch office located in the Netherlands, the
transfer take place with the consent of the Dutch Central Bank.

3.

The Dutch Central Bank only agrees to a transfer as referred to in the first paragraph
On:
a. a funeral expenses and benefits in kind insurer in the context of its business operations from a
establishment in the Netherlands if this funeral expenses and benefits in kind insurer, partly in view of the
proposed transfer, meets the Solvency Capital Requirement and
Nederlandsche Bank has no objections to the transfer;
b. a life insurer in the context of its business operations from an establishment in
Netherlands if this life insurer, also in view of the intended transfer,
meets the Solvency Capital Requirement and, insofar as it concerns a
life insurer with its registered office in a Member State, there is no
objections to the transfer.

4.

The Dutch Central Bank agrees to a transfer as referred to in the first paragraph after
the supervisory authority, if any, in the state of the seat of the
the transferring funeral expenses and benefits in kind insurer has stated that it agrees to such transfer.

5.

Notwithstanding the second and fourth paragraphs, a funeral expenses and benefits in kind insurer with registered office in
a non-designated state its rights and obligations under an individual
transfer the funeral insurance at the request of the policyholder.

6.

The provisions pursuant to Articles shall apply to a transfer as referred to in the first paragraph
3:116, 3:119 and 3:120, paragraphs 1 to 3, apply mutatis mutandis.

Article 3:131a
1.

A non-life insurer with a limited scope of risk with its registered office in a non-designated
state that wishes to transfer rights and obligations under non-life insurance, it may
transfer with the consent of the Dutch Central Bank without
cooperation or consent of those who may be entitled to those non-life insurance policies
derive if it concerns the transfer of rights and obligations under non-life insurance
concluded from a branch office located in the Netherlands, to another non-life insurer in
in the context of its business operations from a branch in the Netherlands.

2.

If the law of another state does not provide for a consent procedure for
a non-life insurer with limited scope of risk with its registered office there to transfer its

Page 266

rights and obligations under non-life insurance, taken out from a location in the Netherlands
branch, to another non-life insurer in the context of its business operations
from a branch office located in the Netherlands, the transfer can take place with consent
of the Dutch Central Bank.
3.

The Dutch Central Bank only agrees to a transfer as referred to in the first paragraph
to a non-life insurer in the context of its business operations from an establishment in
Netherlands if this non-life insurer, also in view of the intended transfer,
meets the solvency capital requirement and there is no
objections to the transfer.

4.

The Dutch Central Bank agrees to a transfer as referred to in the first paragraph after
the supervisory authority in the State of the transferring .s registered office
non-life insurer has stated that it agrees to this transfer.

5.

The provisions pursuant to the
Articles 3:116 and 3:120, paragraphs 1 to 3, apply mutatis mutandis.

Article 3:131b
1.

With a transfer of the rights and obligations under all life insurance policies, from all
funeral expenses and benefits in kind insurance or under all non-life insurance policies by life insurers,
funeral expenses and benefits in kind insurers and non-life insurers with limited risk
size with registered office in a non-designated state, the transfer of this
rights and obligations in the event of a merger as referred to in Article 309 of Book 2 of the Civil Code
Code or in the event of a division as referred to in Article 334a of Book 2 of the Dutch Civil Code
Code.

2.

On a transfer as referred to in the first paragraph with regard to a life insurer
Articles 3:113, first paragraph, opening words and part a, 3:113, second paragraph, opening words and
part a, 3:116, 3:117, first paragraph, 3:118, first, second and fifth paragraph, 3:119 and 3:120,
paragraphs 1 to 4, apply mutatis mutandis.

3.

On a transfer as referred to in the first paragraph with regard to a
funeral insurer are Articles 3:113, first paragraph, preamble and part a, 3:116, 3:117,
first paragraph, 3:118, sixth paragraph, 3:119 and 3:120, first to third paragraphs, of corresponding
application.

4.

On a transfer as referred to in the first paragraph with regard to a non-life insurer
Articles 3:114, first paragraph, preamble and part a, 3:116, 3:117, second paragraph, 3:118,
first to fifth paragraphs, and 3:120, first to third, fifth, seventh and ninth paragraphs,
applicable mutatis mutandis.

Section 3.5.2. capital storage
§ 3.5.2.1. Insurers with registered office in the Netherlands
Article 3:132
1.

In exceptional circumstances, the Dutch Central Bank may not
being an insurer with a limited scope of risk, with its registered office in the Netherlands
impose a capital surcharge on the Solvency Capital Requirement.

2.

A decision to impose a capital surcharge is made at least once a year
evaluated and revised by the Dutch Central Bank if the insurer

Page 267

shortcomings that have given rise to the imposition of a capital surcharge has
remedied.
3.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the circumstances in which a capital surcharge may be imposed, the
calculation and the consequences of the capital surcharge.

§ 3.5.2.2. Life insurers and non-life insurers with their registered office in a state that does not
Member State is
Article 3:133
Article 3:132 applies mutatis mutandis to life insurers or non-life insurers,
other insurers with a limited scope of risk, having their registered office in a non-Member State.
§ 3.5.2.3. Reinsurers domiciled in a non-designated state
Article 3:134
Section 3:132 shall apply mutatis mutandis to reinsurers having their registered office in a nondesignated state.
Section 3.5.3. Recovery plan, short-term financial plan and limitation of the
decision-making power
§ 3.5.3.1. Insurers with registered office in the Netherlands
Article 3:135

1.

Within two months after the discovery, as referred to in Section 3:57(4), second
sentence, that the Solvency Capital Requirement is not met, the insurer must
registered office in the Netherlands, submit a recovery plan to the Dutch Central Bank for approval.

2.

Rules are laid down by or pursuant to an order in council with regard to
the contents of the recovery plan.

3.

The insurer shall take the necessary measures to ensure that within six months of the
determination referred to in paragraph the eligible own funds to cover the
solvency capital requirement back to the required level or its risk profile risico
in such a way that the said requirement is met again.

4.

The Dutch Central Bank may decide to extend the period referred to in the third paragraph by three months
months to extend.

5.

In exceptional unfavorable circumstances as referred to in Article 138(4) of the
Solvency II Directive, the Dutch Central Bank may decide to
period for the affected insurers by a maximum period of seven
years, taking into account all relevant factors, including the average run-off period
of the technical facilities.

6.

If a situation as referred to in the fifth paragraph arises, the insurer must
submit a progress report to the Dutch Central Bank for three months, in which
indicated what measures have been taken and what progress has been made to
eligible own funds to cover the Solvency Capital Requirement
to the required level or to adjust the risk profile of the insurer in such a way

Page 268

to ensure that the said requirement is met again.
7.

The Dutch Central Bank withdraws its decision to extend, as referred to in the fifth paragraph,
if it appears from the progress report, as referred to in the sixth paragraph, that there are no significant
progress has been made between the date of non-compliance detected
to the Solvency Capital Requirement and the date of submission of the progress report.

Article 3:136
1.

Within one month of the finding, as referred to in Section 3:53(6), the
insurer with its registered office in the Netherlands, for approval by the Dutch Central Bank, a financial
short-term plan to return to compliance within three months of this finding
minimum capital requirement.

2.

Rules are laid down by or pursuant to an order in council with regard to
the content of a short-term financial plan.

Article 3:137
1.

The Dutch Central Bank may exercise its free disposal by an insurer having its registered office in
Netherlands about its values ​designated by the Dutch Central Bank, wherever they are located
located, restrict or prohibit him from using other than with the authorization of the Dutch
Bank to dispose of these values, if:
the insurer does not comply with the provisions under or pursuant to Section 3:67 with regard to
to the technical facilities;
b. there is a finding as referred to in Section 3:57(4), second sentence, and
exceptional circumstances arise on the basis of which the Nederlandsche Bank
expects the insurer's financial position to deteriorate further;
c. there is a finding as referred to in Section 3:53(6); or
d. without prejudice to Articles 3:135 and 3:136, there is a persistent
deterioration of the insurer's solvency position.

2.

The Dutch Central Bank restricts the free disposal of an insurer with its registered office in
Netherlands about its values ​designated by the Dutch Central Bank, wherever they are located
or prohibits it from using other than with authorization from the Dutch Central Bank
possess these values, if the Dutch Central Bank has obtained the license of the
insurer withdraws on the basis of Article 1:104, first or second paragraph.

3.

Before taking a decision as referred to in the first paragraph, under a, the
Nederlandsche Bank the supervisory authorities of the other Member States where the
reinsurer, life insurer or non-life insurer has a branch or to which it
provides services from its establishments in a Member State, of its intention.

4.

In the event of the application of the first paragraph, under b, c, d or second paragraph, the
Nederlandsche Bank the supervisory authorities of the other Member States where the
insurer has a branch or to which it from its establishments in a Member State
services, informed of all measures taken.

5.

If the Dutch Central Bank has a decision as referred to in the first or second paragraph
taken, it may request the supervisory authority, as referred to in the third paragraph,
to take corresponding measures with regard to the Member States concerned
values ​present, stating an overview of those values.

6.

The insurer can declare the invalidity of a legal act performed in violation of the

Page 269

restriction or prohibition, invoke if the other party was aware of the measure or was not aware of it
could be ignorant.
7.

The Dutch Central Bank will lift the restriction or ban as soon as the insurer returns
complies with the provisions of or pursuant to this Act.

8.

De Nederlandsche Bank informs the supervisory authorities referred to in the third and
fourth paragraph, informed of the decision referred to in the seventh paragraph.

§ 3.5.3.2. Life insurers and non-life insurers with their registered office in another Member State
Article 3:138
[Expired as of 01-01-2016]
Article 3:139
[Expired as of 01-01-2016]
Article 3:140
1.

The Dutch Central Bank shall take a decision as referred to in Section 3:137(1) if:
the supervisory authority of another Member State where a life insurer or
non-life insurer, not being an insurer with a limited scope of risk, has its registered office
requests this.

2.

In urgent cases, the Dutch Central Bank may use the referred to in the first paragraph
take measures without a request to that effect from the referred to in that paragraph
supervisory authority, if the life insurer or non-life insurer infringes
to regulations laid down by or pursuant to this Act.

3.

The restriction or prohibition relates to the values ​present in the Netherlands.
If the measure is taken at the request of the supervisory authority of the
Member State where the insurer has its registered office and that body has a statement of these values
done, the Dutch Central Bank will take this into account.

4.

Article 3:137(5) applies mutatis mutandis.

5.

The Dutch Central Bank will lift the restriction or prohibition as soon as the supervisory
body, referred to in the first paragraph, that requests or if there is reason to do so.

6.

De Nederlandsche Bank shall establish the supervisory authority referred to in subsection 1.
knowledge of the decision on the restriction or prohibition and of the decision referred to in the
fifth member.

7.

If a life insurer or non-life insurer, not being an insurer with
limited risk size, with registered office in another Member State has a branch in the Netherlands or
services to the Netherlands and the supervisory authority of that Member State de
Nederlandsche Bank of the withdrawal of the
license granted, the Dutch Central Bank will announce this in the Government Gazette.
This publication also includes notice of the restriction or prohibition,
imposed pursuant to the first paragraph.

§ 3.5.3.3. Life insurers and non-life insurers with their registered office in a state that does not

Page 270

Member State is
Article 3:141
1.

If a life insurer or non-life insurer, not being an insurer with
limited risk size, having its registered office in a non-Member State does not comply with the
determined pursuant to Section 3:68 with regard to technical provisions, the
Nederlandsche Bank free disposal by the life insurer or non-life insurer
about the values ​relating to his business carried on from the Netherlands of
life insurer or business of non-life insurer, limit or
prohibit the use of . other than with authorization from the Dutch Central Bank
these values.

2.

Before taking a decision as referred to in the first paragraph, the Dutch Central Bank
the supervisory authority of another Member State in charge of supervising the
solvency of the life insurer or non-life insurer, referred to in Section 3:60, second
member, informed of its intention.

3.

Article 3:137(5) applies mutatis mutandis.

4.

The Dutch Central Bank will lift the restriction or prohibition as soon as the life insurer
whether non-life insurer, referred to in the first paragraph, again complies with the
intended requirements.

5.

The Dutch Central Bank shall notify the supervisory authority referred to in the second paragraph,
as well as the supervisory authorities of the Member States to which the life insurer or
non-life insurer, as referred to in the first paragraph, provides services from the Netherlands in the knowledge of
the decision on the restriction or prohibition and its lifting.

Article 3:142
Articles 3:135 and 3:136 apply mutatis mutandis to life insurers and
non-life insurers, not being insurers with a limited scope of risk, having their registered office in a state
which is not a Member State.
Article 3:143
A life insurer or non-life insurer, not being an insurer with limited risk
size, having its registered office in a non-Member State whose solvency does not meet the requirements of or
determined pursuant to this Act or the requirements imposed in another Member State if a
exemption has been granted in accordance with Section 3:60, notify the Dutch Central Bank within a
term to be determined by it and in a manner to be determined by it of the in Article 3:68
intended values ​and of the changes that occur therein.
Article 3:144
1.

If, in the case referred to in Section 3:135(1), the Dutch Central Bank may:
or 3:136(1), exceptional circumstances arise under which it may be expected
is that the financial position of the life insurer or non-life insurer with its registered office in a
state that is not a Member State will deteriorate further, the free decision by the
life insurer or non-life insurer about its values, which relate to its
limit the business of a life insurer or non-life insurer conducted from the Netherlands
or forbid him to dispose of anything other than with authorization from the Dutch Central Bank
about these values.

2.

The Dutch Central Bank will communicate its decision, if possible before it takes effect
to the supervisory authority of another Member State where the life insurer or
non-life insurer has a branch or to which it from its branch in a Member State
services provided. It may request this supervisory authority to provide corresponding
take measures with regard to the values ​present in the Member State concerned.

3.

With regard to a life insurer or non-life insurer, not being a
insurer with limited scope of risk, whose solvency is supervised
by the supervisory authority of another Member State pursuant to Section 3:60, second
subsection, the Dutch Central Bank shall take a decision as referred to in subsection 1 with regard to the
values ​present here in the country, if that supervisory authority requests this on the basis of
of the fact that the life insurer or non-life insurer is in similar circumstances
is as referred to in the first paragraph.

Page 271

4.
5.

Article 3:137(5) applies mutatis mutandis.
The Dutch Central Bank will lift the restriction or prohibition as soon as the life insurer
whether non-life insurer again meets the requirements laid down by or pursuant to this Act with
with regard to solvency, or, if the decision is based solely on the third paragraph,
as soon as the supervisory authority referred to there so requests. The Dutch
The Bank will notify the of the decision to lift the restriction or prohibition
supervisory authority, referred to in the second paragraph.

Article 3:145
[Expired as of 01-01-2016]
§ 3.5.3.4. Reinsurers with their registered office in a non-designated state and insurers with
limited risk size with registered office in a non-designated state
Article 3:146
1.

2.
3.

If a reinsurer with its registered office in a non-designated state or an insurer with
limited risk size with registered office in a non-designated state does not meet or het
pursuant to Section 3:68a and 3:69, respectively, with regard to the technical
provisions, the Dutch Central Bank may exercise its free disposal by the insurer with
limited risk size on the values, which relate to his from the Netherlands
business, restrict or prohibit him from engaging in any activity other than with the authorization of the
Nederlandsche Bank to have access to these values.
Article 3:137(5) applies mutatis mutandis.
De Nederlandsche Bank will lift the restriction or prohibition as soon as the reinsurer or
insurer with limited scope of risk again complies with the provisions laid down in or pursuant to Article 3:68a
respectively 3:69.

Article 3:147
Articles 3:135, 3:136 and 3:137(1) and (6) shall apply mutatis mutandis to
reinsurers and insurers with limited scope of risk having their registered office in a non-designated
state.
Article 3:148
1.

If, in the case referred to in Section 3:135(1), the Dutch Central Bank may:

Page 272

or 3:136(1) exceptional circumstances arise under which the financial
position of the reinsurer having its registered office in a non-designated state or insurer with
limited risk size with registered office in a non-designated state will deteriorate further,
the free disposal by the reinsurer or insurer with a limited scope of risk over
limit his values, which relate to his business conducted from the Netherlands
or forbid him to dispose of anything other than with authorization from the Dutch Central Bank
about these values.
2.
3.

Article 3:137(5) applies mutatis mutandis.
De Nederlandsche Bank will lift the restriction or prohibition as soon as the reinsurer or
insurer with limited scope of risk again complies with the requirements laid down by or pursuant to this Act
solvency requirements.

Section 3.5.4. Relief scheme for life insurers
§ 3.5.4.1. Life insurers with registered office in the Netherlands
Article 3:149
[Expired as of 01-01-2019]
Article 3:150
[Expired as of 01-01-2019]
Article 3:151
[Expired as of 01-01-2019]
Article 3:152
[Expired as of 01-01-2019]
Article 3:153
[Expired as of 01-01-2019]
Article 3:154
[Expired as of 01-01-2019]
Article 3:155
[Expired as of 01-01-2019]
Article 3:156
[Expired as of 01-01-2019]
Article 3:157
[Expired as of 01-01-2019]

Page 273

Article 3:158
[Expired as of 01-01-2019]
§ 3.5.4.2. Life insurers domiciled in a non-Member State
Article 3:158a
[Expired as of 01-01-2019]
§ 3.5.4.3. Life insurers with limited scope of risk having their registered office in a nondesignated state
Article 3:159
[Expired as of 01-01-2019]
Section 3.5.4a. Handover
§ 3.5.4a.1. Insurers with registered office in the Netherlands
Article 3:159a
[Expired as of 01-01-2019]
Article 3:159b
[Expired as of 01-01-2019]
Article 3:159c
[Expired as of 01-01-2019]
Article 3:159d
[Expired as of 01-01-2019]
Article 3:159e
[Expired as of 01-01-2019]
Article 3:159f
[Expired as of 01-01-2019]
Article 3:159g
[Expired as of 01-01-2019]
Article 3:159h
[Expired as of 26-11-2015]
Article 3:159i

Page 274

[Expired as of 26-11-2015]
Article 3:159j
[Expired as of 26-11-2015]
Article 3:159k
[Expired as of 26-11-2015]
Article 3:159l
[Expired as of 26-11-2015]
Article 3:159m
[Expired as of 26-11-2015]
Article 3:159n
[Expired as of 26-11-2015]
Article 3:159o
[Expired as of 01-01-2019]
Article 3:159p
[Expired as of 01-01-2019]
Article 3:159q
[Expired as of 01-01-2019]
Article 3:159r
[Expired as of 01-01-2019]
Article 3:159s
[Expired as of 01-01-2019]
Article 3:159t
[Expired as of 01-01-2019]
Article 3:159ta
[Expired as of 01-01-2019]
Article 3:159u
[Expired as of 01-01-2019]

Page 275

Article 3:159v
[Expired as of 01-01-2019]
Article 3:159w
[Expired as of 01-01-2019]
Article 3:159x
[Expired as of 01-01-2019]
Article 3:159ij
[Expired as of 01-01-2019]
Article 3:159z
[Expired as of 01-01-2019]
Article 3:159aa
[Expired as of 01-01-2019]
Article 3:159ab
[Expired as of 01-01-2019]
Article 3:159ac
[Expired as of 01-01-2019]
Article 3:159ad
[Expired as of 01-01-2019]
Article 3:159ae
[Expired as of 01-01-2019]
Article 3:159af
[Expired as of 01-01-2019]
Article 3:159ag
[Expired as of 01-01-2019]
§ 3.5.4a.2. Insurers with their registered office in a non-Member State
Article 3:159ah
[Expired as of 01-01-2019]
§ 3.5.4a.3. Insurers with limited scope of risk having their registered office in a non-designated

Page 276

state
Article 3:159ai
[Expired as of 01-01-2019]
Section 3.5.4b. Resolution plans for banks and for investment firms in
the meaning of the Capital Requirements Regulation
Section 3.5.5. Provisions of private international law
Article 3:159ak
[Expired as of 01-01-2019]
Article 3:160
[Expired as of 01-01-2019]
Article 3:161
[Expired as of 01-01-2019]
Article 3:162
[Expired as of 01-01-2019]
Article 3:162a
[Expired as of 01-01-2019]
Article 3:162b
[Expired as of 01-01-2019]
Article 3:162c
[Expired as of 01-01-2019]
Article 3:162d
[Expired as of 01-01-2019]
Article 3:163
[Expired as of 01-01-2019]
Article 3:164
[Expired as of 01-01-2019]
Article 3:165
[Expired as of 01-01-2019]

Page 277

Article 3:166
[Expired as of 01-01-2019]
Article 3:167
[Expired as of 01-01-2019]
Article 3:168
[Expired as of 01-01-2019]
Article 3:169
[Expired as of 01-01-2019]
Article 3:170
[Expired as of 01-01-2019]
Article 3:171
[Expired as of 01-01-2019]
Article 3:172
[Expired as of 01-01-2019]
Article 3:173
[Expired as of 01-01-2019]
Article 3:174
[Expired as of 01-01-2019]
Article 3:174a
[Expired as of 01-01-2019]
Article 3:174b
[Expired as of 01-01-2019]
Article 3:175
[Expired as of 01-01-2019]
Article 3:176
[Expired as of 01-01-2019]
Article 3:177

Page 278

[Expired as of 01-01-2019]
Article 3:178
[Expired as of 01-01-2019]
Article 3:179
[Expired as of 01-01-2019]
Article 3:180
[Expired as of 01-01-2019]
Article 3:181
[Expired as of 01-01-2019]
Article 3:182
[Expired as of 01-01-2019]
Article 3:183
[Expired on 01-01-2019 01-01-2019]
Article 3:184
[Expired as of 01-01-2019]
Article 3:185
[Expired as of 01-01-2019]
Article 3:186
[Expired as of 01-01-2019]
Article 3:187
[Expired as of 01-01-2019]
Article 3:188
[Expired on 01-01-2007 01-01-2007]
Article 3:189
[Expired as of 01-01-2019]
Article 3:190
[Expired as of 01-01-2019]

Page 279

Article 3:191
[Expired as of 01-01-2019]
Article 3:192
[Expired as of 01-01-2019]
Article 3:193
[Expired as of 01-01-2019]
Article 3:194
[Expired as of 01-01-2019]
Article 3:195
[Expired as of 01-01-2019]
Article 3:196
[Expired as of 01-01-2019]
Article 3:197
[Expired as of 01-01-2019]
Article 3:198
[Expired as of 01-01-2019]
Article 3:199
[Expired as of 01-01-2019]
Article 3:200

[Expired as of 01-01-2019]
Article 3:201
[Expired as of 01-01-2019]
Article 3:201a
[Expired as of 01-01-2019]
Article 3:202
[Expired as of 01-01-2019]
Article 3:203

Page 280

[Expired as of 01-01-2013]
Article 3:204
[Expired as of 01-01-2019]
Article 3:205
[Expired as of 01-01-2019]
Article 3:206
[Expired as of 01-01-2019]
Article 3:207
[Expired as of 13-06-2012]
Article 3:208
[Expired as of 01-01-2019]
Article 3:209
[Expired as of 01-01-2019]
Article 3:210
[Expired as of 01-01-2019]
Article 3:211
[Expired as of 01-01-2019]
Article 3:212
[Expired as of 01-01-2019]
Article 3:213
[Expired as of 01-01-2019]
Article 3:214
[Expired as of 01-01-2019]
Article 3:215
[Expired as of 01-01-2019]
Article 3:216
[Expired as of 01-01-2019]

Page 281

Article 3:217
[Expired as of 01-01-2019]
Article 3:218
[Expired as of 01-01-2019]
Article 3:219
[Expired as of 01-01-2019]
Article 3:220
[Expired as of 01-01-2019]
Article 3:221
[Expired as of 01-01-2019]
Article 3:222
[Expired as of 01-01-2019]
Article 3:223
[Expired as of 01-01-2019]
Article 3:224
[Expired as of 01-01-2019]
Article 3:225
[Expired as of 01-01-2019]
Article 3:226
[Expired as of 01-01-2019]
Article 3:227
[Expired as of 01-01-2019]
Article 3:228
[Expired as of 01-01-2019]
Article 3:229
[Expired as of 01-01-2019]
Article 3:230

Page 282

[Expired as of 01-01-2019]
Article 3:231
[Expired as of 01-01-2019]
Article 3:232
[Expired as of 01-01-2019]
Article 3:233
[Expired as of 01-01-2019]
Article 3:234
[Expired on 01-01-2019 01-01-2019]
Article 3:235
[Expired as of 01-01-2019]
Article 3:236
[Expired as of 01-01-2019]
Article 3:237
[Expired as of 01-01-2019]
Article 3:238
References in this section to a Member State where a financial undertaking has its registered office
shall also be regarded as references to a Member State where a branch of a
financial undertaking with its registered office in a non-Member State.
Article 3:239
1.

A decision taken in a Member State other than the Netherlands to open a
insolvency proceedings with regard to a bank, life insurer or non-life insurer,
not being an insurer with a limited scope of risk, is recognized by operation of law, if
the bank, life insurer or non-life insurer, not being an insurer with limited
risk level, has its registered office in that Member State.

2.

The decision has legal effect in the Netherlands from the time it is
has legal effect in the Member State where the bank, life insurer or non-life insurer,
not being an insurer with a limited scope of risk, has its registered office.

Article 3:240
The decision to adopt a remediation measure, the remediation measure itself and the
legal effects of the reorganization measure are governed by the law of the Member State in which
the remediation measure has been adopted, unless the law provides otherwise.

Page 283

Article 3:241
1.

The decision to adopt a reorganization measure does not affect the
property right of a creditor or a third party to a good or goods, both
certain goods as wholes with a varying composition of indefinite
goods belonging to the bank or insurer, not being an insurer with
limited risk size, and occurring at the time when the decision to open the
remediation procedure has legal effects, are located in the territory of another
Member State other than the Member State where the underwriting entity, bank or insurer
has a seat.

2.

For the purposes of the first paragraph, under property law, in any case,
understand:
a. the right to realize or have an asset realized and to be satisfied from the
proceeds of or income from the property, in particular under a right of recht
pledge or right of mortgage;
b. the exclusive right to collect a claim, in particular on the basis of a right of pledge
on the claim or on the basis of an assignment as security for the claim;
c. the right to claim an asset from anyone who holds it without right, from that
to demand good delivery or to demand undisturbed enjoyment of that good;
d. the right of property to benefit from a good.

3.

For the purposes of the first paragraph, a property law law
assimilated the right registered in a public register to acquire a
property law as referred to in the first paragraph that can be transferred to third parties
opposed.

4.

For the purposes of this Article, the Member State where a good is located is:
a. with regard to registered property and rights on registered property: the Member State under
the authority of which the relevant register is kept;
b. with regard to cases, insofar as not covered by subparagraph a: the Member State on the
territory of which the case is located; and
c. in respect of claims: the Member State in whose territory the
registered office of the third-party debtor is located.

Article 3:242
1.

In the event that a bank or an insurer, not being an insurer with limited risk
size, has bought an item, leaves the decision establishing a
remediation measure without prejudice to the rights of the
seller, if the item to which the retention of title relates is
time at which the decision adopting the reorganization measure takes effect,
is located in the territory of a Member State other than the Member State in which the entity
risk acceptance, bank or insurer has its registered office.

2.

If the financial undertaking has sold a business, the decision to
adoption of a remediation measure is not a ground for dissolution or termination of the
agreement to sell, and the remediation measure does not prevent the buyer from taking ownership of the
to obtain the purchased item, if the item is at the time when the decision to
adoption of the reorganization measure has consequences is located in the territory of a
Member State other than the Member State where the underwriting entity, bank or
insurer, not being an insurer with a limited scope of risk, has its registered office.

Page 284

3.

Article 3:241, fourth paragraph, applies mutatis mutandis.

Article 3:243
If the person who is both creditor and debtor of the bank or the insurer, not being zijn
an insurer with a limited scope of risk, is authorized to set off its debt against the
claim against the bank or the insurer, not being an insurer with a limited scope of risk,
on the basis of the law applicable to the claim of the bank or the insurer, not
being an insurer with limited scope of risk, the decision establishing the
remediation measure without prejudice to the said authority.
Article 3:244
Articles 3:241 to 3:243 do not preclude a claim from being instituted
to nullity, annulment or inability to enforce a legal act
because of the prejudice to all creditors resulting from that legal act
is.
Article 3:245
Notwithstanding Article 3:240, the consequences of a remediation measure for
employment contracts and other legal relationships with regard to the performance of work
governed exclusively by the law of the Member State to which that contract or legal relationship
applies to.
Article 3:246
Notwithstanding Article 3:240, the consequences of a remediation measure for a
contract giving the right to the enjoyment or acquisition of immovable property
governed solely by the law of the Member State in whose territory the immovable property
case is located.
Article 3:247
By way of derogation from Article 3:240, the consequences of a reorganization measure for the rights
of the bank or the insurer, not being an insurer with a limited scope of risk, on a
registered property governed by the law of the Member State under whose authority the register is
held.
Article 3:248
1.

Notwithstanding Article 3:240, without prejudice to Article 3:241, the consequences of a
restructuring measure for the rights and obligations of participants in a
regulated market governed solely by the law applicable to that market markt
is.

2.

The first paragraph does not preclude a claim for invalidity,
annulment or the inability to be invoked against a legal act because of the
prejudice to all creditors as a result of that legal act.

3.

For the application of the first paragraph to a reorganization measure with regard to a
insurer, a regulated market also includes one in a state that does not
Member State is a financial market that meets the following conditions:
a. the market is, in the case of an insurer with its registered office in the Netherlands or of an insurer

Page 285

having a branch in the Netherlands and having its registered office in a non-Member State,
designated by Our Minister or, in the case of an insurer having its registered office in a
other Member State, recognized by a competent authority of that Member State and
furthermore, requirements similar to those of the Financial Markets Directive
instruments 2014; and
b. the financial instruments traded on the market are of a quality that
comparable to that of the instruments traded on the
regulated markets of the Netherlands, respectively the markets of the other
member state.
Article 3:249
By way of derogation from Article 3:240, the legal validity of a legal act, subject to
consideration entered into by the bank or the insurer, not being an insurer with
limited risk size, after the date of adoption of a remediation measure, with which
it has registered property or securities or other securities whose existence
or the transfer registration in a legally prescribed register or on a statutory
required account, or which are placed in an account established by the law of a Member State
governed centralized securities deposit, governed by the law of the Member State under the authority
whose register, account or deposit is kept or, if it is a
immovable property, by the law of the Member State where the immovable property is located.
Article 3:250
Notwithstanding Article 3:240, the consequences of the remediation measure for a
pending legal action concerning a property over which the bank or the insurer,
being an insurer with a limited scope of risk, has lost its management and disposal,
governed solely by the law of the Member State where the action is pending.
Article 3:251
Article 3:240 does not apply to rules regarding the nullity, voidability of
legal acts detrimental to the entirety of creditors, nor to the rules that
determine whether such legal acts can be enforced if the person who
benefited from that legal act proves that:
a. that legal act is governed by the law of a Member State other than the Member State
where the underwriting entity, the bank or the insurer, other than a
insurer with limited scope of risk, has its registered office; and
b. that law in the particular case does not provide for the possibility that that legal act
is affected or cannot be relied upon.
Article 3:252
Notwithstanding Article 3:240, the consequences of a remediation measure, determined with
relating to a bank, for the consequences of a settlement agreement as referred to in
Article 212a, part m, of the Bankruptcy Act and novation governed exclusively by the
law applicable to that agreement.
Article 3:253
Notwithstanding Article 3:240, without prejudice to Article 3:254, the consequences of a
reorganization measure, adopted with regard to a bank, for an agreement whereby the
one party, the buyer, undertakes to subsequently transfer an equal amount of assets of
same kind to the seller, governed solely by the law of the Member State of dat

Page 286

applies to that agreement.
Article 3:254
Notwithstanding Article 3:240, the consequences of a remediation measure, determined with
relating to a bank, for the exercise of rights in financial instruments of which the
existence or transfer entry in a register, on an account or in a Member State
maintained or located centralized securities depository, governed solely by
the law of the Member State where the register, account or centralized deposit
where these rights are registered, held or located.
Article 3:255
1.

The administrator from a Member State other than the Netherlands where the bank or the
life insurer or non-life insurer, not being an insurer with limited risk
size, has its registered office, has the powers in the Netherlands that it has in the
Member State of the seat of the bank, life insurer or non-life insurer, subject to the
power to use a coercive measure and the power to do
of a decision in a lawsuit or dispute. The manner of exercising this
powers in the Netherlands is governed by Dutch law.

2.

If under the law of the Member State in which the bank or life insurer or
non-life insurer, not being an insurer with a limited scope of risk, its registered office
has appointed persons to represent the administrator or otherwise
assist them, they may exercise the powers they have under the law of that
Member State on the territory of the Netherlands.

Article 3:256
1.

For proof of the appointment of the administrator from another Member State, a
certified true copy of the designation decision or of any other by the
administrative or judicial authorities that are competent with regard to reorganization measures of
written statement given by the Member State.

2.

The administrator from another Member State shall, at the request of anyone, show to
whom he wishes to exercise his powers a translation into the Dutch language of the
copy.

Article 3:257
At the request of an administrator from another Member State, the data relating to
to a reorganization measure, adopted in another Member State, by the clerk of the court
Registered in The Hague in the register referred to in Article 19a of the Bankruptcy Act.
Section 3.5.6. Investor Compensation Scheme and Deposit Guarantee Scheme
§ 3.5.6.1. Financial companies with registered office in the Netherlands
Article 3:258
1.

This paragraph applies to:
a. banks that have a license as referred to in Section 2:11;
b. managers of a UCITS that have a license as referred to in Section 2:69b, first
paragraph, opening words and part a, insofar as it concerns the management of individual assets

Page 287

and Dutch managers with a license as referred to in Section 2:65, opening words and
part a, insofar as it concerns the performance of the activities or the granting of
the services referred to in Section 2:67a, subsection 2;
c. investment firms that have a license as referred to in Section 2:96 for
the provision of investment services; and
d. financial institutions that have a statement of supervision as referred to in Article
3:110 and are authorized to provide investment services.
2.

The withdrawal of a license as referred to in the first paragraph does not affect the
applicability of this paragraph to investors' claims on the financial
company related to investment operations which until the time of
withdrawal of the license has taken place and does not affect the applicability of
this paragraph on existing claims of creditors on the financial undertaking on
the time of the withdrawal of the licence.

3.

In this section and section 3.5.6.1A, investor means: person as
referred to in Section 3:259(1), first sentence.

Article 3:259
1.

There is an investor-compensation scheme aimed at persons who, under a
investment service as described in Article 1:1 or a service as stated in Annex I, Part B,
point 1, of the 2014 Markets in Financial Instruments Directive, money or financial
have instruments to a bank, investment firm or financial institution
entrusted, to be compensated in the event that the company concerned is unable to comply
to its obligations arising from claims relating to those
investment service or ancillary service. Banks to which Section 2:13 or 3:33 applies,
investment firms and financial institutions bear the costs of the
investor compensation scheme.

2.

There is a deposit guarantee scheme that aims to compensate depositors in
in the event that a bank is unable to meet its obligations arising from
claims from deposits. Banks bear the costs of the deposit guarantee scheme.

3.

Rules are laid down by or pursuant to an order in council with regard to
until:
a. categories of financial undertakings and persons falling within the scope of the
fall under or be excluded from the safety net scheme;
b. categories of claims that fall within the scope of a safety net scheme, the
manner of submission and determination thereof, the conditions for reimbursement of this
claims, amount of compensation, making distributions to investors or
creditors and the manner of disclosure thereon by financial
companies.

4.

Further rules shall be laid down by or pursuant to an order in council with
related to:
a. the publication of a safety net scheme; and
b. the financing, funding and distribution of benefits of a safety net scheme.

Article 3:259a
1.

There is a Deposit Guarantee Fund whose task is to manage financial resources at the
for the implementation of the deposit guarantee scheme, referred to in Section 3:259, second

Page 288

member. De Nederlandsche Bank decides on the use of the financial resources of the
fund.
2.

The Deposit Guarantee Fund has legal personality and is established in Amsterdam.

3.

The Deposit Guarantee Fund is represented by a board consisting of three
members, including the chairman. Appointment, suspension and dismissal of members takes place
by the Dutch Central Bank.

4.

De Nederlandsche Bank supports the deposit guarantee fund in the exercise of
its task and provides the financial resources necessary for the performance of that task.

5.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the performance of its duties by the deposit guarantee fund, the management of the fund and
accountability by the fund.

Article 3:260
1.

The Dutch Central Bank decides without delay to apply a safety net scheme
in the event that:
a. de Nederlandsche Bank is of the opinion that a financial undertaking for reasons that
directly related to its financial position is unable to
and payable deposit under the applicable legal and contractual terms
repay or meet any obligations arising from claims of
investors related to an investment service or service as referred to in Article
3:259, first paragraph, and the company is also unable to do so in the foreseeable future; or
b. a court or tribunal, for reasons directly related to the financial
position of the financial undertaking, has made a decision leading to suspension
of the rights of depositors or investors to have their claim on the relevant
financial undertaking.

2.

The Dutch Central Bank applies the first paragraph, opening words and under a, at the latest
five working days after it first established that a bank has failed to do so
deposits due and payable under the applicable legal and contractual
repay terms or meet obligations arising from claims
of investors related to an investment service or service as referred to in Article
3:259, first paragraph.

3.

The Dutch Central Bank will inform you of the decision to apply a safety net scheme
notice in the Government Gazette.

Article 3:261
1.

When applying a safety net scheme, the Dutch Central Bank will
the provisions pursuant to Section 3:259(3)(b) grant fees to investors
or depositors.

2.

The Dutch Central Bank is responsible for payment of the amounts due pursuant to the
investor compensation scheme recoverable claims of voor
investors within a period to be determined by order in council.

3.

The Dutch Central Bank has reimbursements under the deposit guarantee scheme
within a period to be determined by order in council. It
The Deposit Guarantee Fund makes the reimbursements awarded by the Dutch Central Bank

Page 289

available for distribution within that period in accordance with the provisions pursuant to Section 3:259,
third paragraph, part b, determined.
4.

De Nederlandsche Bank enters into the rights that an investor in respect of a claim
on the financial undertaking that is unable to pay, insofar as it receives compensation as
referred to in the first paragraph has paid to that investor.

5.

The Deposit Guarantee Fund enters into the rights that a depositor with regard to a
has a claim against a bank unable to pay insofar as the Deposit Guarantee Fund has a
payment as referred to in the first paragraph to that depositor.

Article 3:261a
1.

The concurrence of investors' claims on a bank, investment firm or
financial institution in respect of which a safety net arrangement has been applied, with claims
to compensation of the claims eligible for this under this section,
does not result in the Dutch Central Bank and the estate, investment firm or
financial institution are jointly and severally liable.

2.

The concurrence of depositors' claims on a bank in respect of which
a safety net scheme has been applied, with claims to compensation of the costs arising from this
department for eligible claims, does not lead to the
The Deposit Guarantee Fund and the estate or the bank are jointly and severally liable.

Article 3:262
With due observance of the provisions pursuant to Section 3:259(4), De Nederlandsche Bank
part b, determined the contributions of the financial undertakings referred to in Article
3:258, first paragraph, to the safety net scheme. The financial undertakings liable to pay a contribution
these contributions within a term set by the Dutch Central Bank.
Article 3:263
1.

A financial undertaking as referred to in Section 3:258(1) makes information available
disposal of the applicable safety net scheme. To the extent that on an in another Member State
located branch a scheme comparable to a safety net scheme applies, the
financial undertaking also has information available about that scheme.

2.

The information must be such that potential investors and depositors
be enabled to verify whether a claim is covered by the
safety net scheme or under a comparable foreign scheme.

3.

The information about the safety net scheme is provided in the Dutch language or in the language used by
the depositor and the bank have agreed upon entering into the agreement
made available or insofar as it concerns a comparable arrangement that is
branch is applicable, in the official language or one of the official languages ​of the Member State where
the relevant branch is located.

4.

Further rules may be laid down by order in council with
with regard to the first and second paragraph.

Article 3:264
Without prejudice to Section 4:19(2), a financial undertaking operating in an advertising
expression states that a safety net arrangement applies to stating the

Page 290

applicability and a factual description of the operation of the safety net scheme.
Article 3:264a
1.

In the event of a legal fact as referred to in Article 16(6) of the Directive de
deposit guarantee schemes, each bank concerned shall notify depositors thereof
at least one month before the legal consequences take effect, unless the Dutch Central Bank
shorter term because of the stability of the financial system or because this means
a legitimate interest of the relevant bank is served.

2.

For three months after the notification, the bank will inform depositors
unconditionally and without payment of a penalty allow deposits that are reimbursed
eligible under a deposit guarantee scheme, to the extent that they
deposits exceed the amount under the applicable deposit guarantee scheme
guaranteed amount after the legal consequences referred to in the first paragraph have taken effect.

3.

Article 1:23 does not apply with regard to the second paragraph.

Article 3:265
[Expired as of June 27, 2017]
§ 3.5.6.1a. Implementation of the safety net scheme in the emergency scheme
Article 3:265a
[Expired as of 01-01-2019]
Article 3:265b
[Expired as of 01-01-2019]
Article 3:265c
[Expired as of 01-01-2019]
§ 3.5.6.1b. Settlement of bank savings deposits owner-occupied home by operation of law
Article 3:265d
1.

A bank savings deposit for an owner-occupied home that a depositor holds at a bank and
the associated home acquisition debt to that bank or another becomes their
common course due and payable by operation of law against each other, in so far as
possibly first with the home acquisition debt to the bank, regardless of possible existing rights
from third parties with regard to the bank savings deposit for the owner-occupied home, respectively the
associated home acquisition debt, at the time that occurs first of the following times
occurs:
a. the time when the Dutch Central Bank takes the deposit guarantee scheme into effect
laid down pursuant to Section 3:260(1), opening words and under a;
b. the time that the court pursuant to Article 14, first paragraph, last sentence, of the
The Bankruptcy Act states on the decision in which it declares bankruptcy.

2.

The first paragraph does not apply if the deposits are transferred to

Page 291

the person to whom the depositor owes the home acquisition debt.
3.

The settlement, referred to in the first paragraph, cannot lead to the person who
has a home acquisition debt, an additional amount is owed.

§ 3.5.6.1c. Implementation of the deposit guarantee scheme in resolution
Article 3:265e
1.

If the application by the Dutch Central Bank of a resolution tool as
referred to in Article 3A:1 serves the purpose of ensuring that depositors retain access to their deposits,
shall, in accordance with Article 79 of the Regulation, be common
settlement mechanism, at the expense of the deposit guarantee scheme, referred to in Section 3:259,
second paragraph, an amount made available for the settlement. It's available
amount to be set shall not exceed the amount of the amount owed pursuant to the
deposit guarantee scheme guaranteed deposits held with the bank in
settlement.

2.

When applying the bail-in tool, the deposit guarantee scheme shall per
balance, after payment of the claim, referred to in the fourth paragraph, not exceeding an amount
which is equal to the amount by which the deposit guarantee scheme guarantees
deposits would have been written off to absorb the entity's losses until the
point at which the net worth of the entity's assets is zero, if they
guaranteed deposits would be subject to amortization to the same extent as
claims of equal rank in bankruptcy.

3.

When applying another resolution tool, the draagt
deposit guarantee scheme on balance, after payment of the claim referred to in the fourth paragraph,
at most an amount equal to the total losses incurred by holders of
Deposit Guarantee Scheme guaranteed deposits would suffer if they were equally
would incur losses as holders of equal rank claims in bankruptcy.

4.

If the first paragraph is applied, the Deposit Guarantee Fund obtains
a receivable from the entity under resolution for the amount made available.

§ 3.5.6.2. Financial undertakings established in another Member State
Article 3:266
1.

Sections 3.5.6.1 to 3.5.6.1B apply mutatis mutandis to:
a. investment firms having their registered office in another Member State that provides investment services
grant from a branch office located in the Netherlands and which pursuant to the second paragraph
have opted for additional participation in the investor compensation scheme;
b. banks domiciled in another Member State that conduct their business from an in

branch located in the Netherlands and who, pursuant to the third paragraph, have opted for a
additional participation in the deposit guarantee scheme; and
c. banks and financial institutions with their registered office in another Member State that conduct their business
from a branch office situated in the Netherlands and which pursuant to the fourth paragraph
have opted for additional participation in the investor compensation scheme.
2.

An investment firm with its registered office in another Member State that provides investment services
from a branch office located in the Netherlands, if the cover of a
Member State applicable investor compensation scheme is more limited than the coverage of the
investor compensation scheme, choose to participate in the investor compensation scheme,

Page 292

to supplement the coverage of the scheme in the Member State of the seat.
3.

A bank with its registered office in another Member State that carries on its business from an in
The branch located in the Netherlands may, if the cover of a branch applicable in that Member State
deposit guarantee scheme is more limited than the coverage of the deposit guarantee scheme,
opt for participation in the deposit guarantee scheme, in addition to the coverage of the
system in the Member State of the seat.

4.

A bank or financial institution with its registered office in another Member State that conducts its business
exercises from a branch office located in the Netherlands, to which it, pursuant to Article 2:15,
respectively Article 2:112 is permitted to provide investment services, if the
coverage of an investor compensation scheme applicable in that Member State is more limited
than the coverage of the investor compensation scheme, opt to participate in the
investor-compensation scheme, supplementing the cover of the scheme in the Member State where
the seat is located.

5.

Further rules will be laid down by or pursuant to an order in council
concerning the participation in a safety net scheme by a bank or investment firm
established in another Member State that has a branch office located in the Netherlands.

§ 3.5.6.3. Financial undertakings domiciled in a non-Member State
Article 3:267
1.

De Nederlandsche Bank may decide, upon application or otherwise, that it is

paragraphs 3.5.6.1 to 3.5.6.1B provisions regarding the investor compensation scheme
applies mutatis mutandis to an investment firm having its registered office in a State which
is not a Member State that carries on its business from a branch located in the Netherlands, to which
a license as referred to in Section 2:96 has been granted, or at a bank having its registered office in a state that
is not a Member State that carries on its business from a branch located in the Netherlands, to which it
pursuant to Section 2:22 is permitted to provide investment services and, if on the claims
of investors to those investment firms in connection with investment operations no
investor compensation scheme applies, the coverage of which is equivalent to the
cover referred to in Article 11, paragraph 1, of Directive no. 97/9/EC of the European Parliament and
the Council of the European Union of 3 March 1997 on investor compensation schemes
(PbEG L 84).
2.

De Nederlandsche Bank may decide, upon application or otherwise, that it is
paragraphs 3.5.6.1 and 3.5.6.1A with regard to the deposit guarantee scheme of
applies mutatis mutandis to banks having their registered office in a non-Member State which
conduct business from a branch office located in the Netherlands, if on the claims of
creditors are not subject to a deposit guarantee scheme, of which the
protection, at least in terms of coverage level and scope of protection, equivalent
is subject to the protection prescribed by the Deposit Guarantee Schemes Directive.

3.

A bank or investment firm having its registered office in a non-Member State which
conducts business or provides investment services from a place in the Netherlands
located branch makes information available about the applicable safety net scheme.

4.

The information referred to in the third paragraph is provided in the Dutch language or in the language used by
the depositor and the bank have agreed upon entering into the agreement
made available and must be such that potential investors and
creditors are enabled to verify whether a claim is covered by

Page 293

the safety net scheme or under a comparable foreign scheme.
5.

Further rules may be laid down by order in council with
with regard to the third and fourth paragraphs.

Section 3.5.6a. Investment Principles and Policy of Settlement Firms
§ 3.5.6a.1. Settlement companies with registered office in the Netherlands
Article 3:267.0a
1.

A settlement company with its registered office in the Netherlands keeps its assets and those of its
participants on the basis of a prudent investment policy.

2.

Further rules may be laid down by or pursuant to an order in council
with regard to the first paragraph.

§ 3.5.6a.2. Settlement companies domiciled in a non-designated state
Article 3:267.0b
Article 3:267.0a applies mutatis mutandis to settlement companies having their registered office in a
non-designated state that conduct their business from a branch office located in the Netherlands then
by providing services to the Netherlands.
Section 3.5.7. Investment principles and policy of premium pension institutions
Article 3:267a
1.

A premium pension institution with its registered office in the Netherlands proposes every
pension plan maintains and updates a statement of investment principles
these at least once every three years. This statement shall include at least:
a. the applied investment risk weighting methods;
b. the risk management procedures and the strategic allocation of assets in light of the nature
and the term of the pension schemes;
c. an explanation of environmental, socially responsible considerations
business and good governance.

2.

The premium pension institution shall revise the statement without delay after an important
change of investment principles.

3.

The premium pension institution informs the Dutch Central Bank and the supervisory
authorities of the Member States where they operate from a branch or by means of
services carries on its business, informed of the declaration and of any amendment thereto.

Article 3:267b
1.

A premium pension institution pursues an investment policy that is in accordance with
the prudent-person rule and is based in particular on the principles that have been established
in the second, third and fourth paragraphs.

2.

A premium pension institution with its registered office in the Netherlands invests its assets exclusively in the
interest of the pension participants and the pension beneficiaries, in such a way that the
security, quality, liquidity and return of the investments as a whole are

Page 294

guaranteed.
3.

A premium pension institution mainly invests its assets in financial instruments
admitted to trading on a regulated market or a multilateral
trading facility or a comparable system in a non-Member State.

4.

A premium pension institution does not take out loans as debtor, with the exception of
loans for liquidity purposes, and does not guarantee third parties.

5.

The first, second, third and fourth paragraphs do not apply when a
pension scheme governed by the social and labor laws of a state that
is not a Member State. Rules are laid down by or pursuant to an order in council with
regarding the investment policy in this situation.

6.

Further rules shall be laid down by or pursuant to an order in council with
relating to the first, second, third and fourth paragraph.

Article 3:267c
1.

If a premium pension institution with its registered office in the Netherlands does not meet the
pursuant to Articles 3:53, first, second and sixth paragraph, 3:57, first, second and seventh paragraph,
or 3:267b, the Dutch Central Bank may freely dispose of the assets by the
restrict premium pension institution or prohibit it from using other than with the authorization of the
Dutch Central Bank to dispose of it.

2.

Before taking a decision as referred to in the first paragraph, the Dutch Central Bank
the supervisory authorities of the other Member States where the premium pension institution has a
branch or to which it provides services, of its intention.

3.

If the Dutch Central Bank has taken a decision as referred to in the first paragraph,
taken, the supervisory authorities of the other Member States where the
premium pension institution has a branch or to which it provides services
to take corresponding measures with regard to the Member States concerned
values ​present, stating those values.

4.

The premium pension institution can declare the invalidity of a legal act performed in
contrary to the restriction or prohibition, invoke if the other party was aware of the measure or
should have known.

5.

The Dutch Central Bank will lift the restriction or prohibition as soon as the
premium pension institution again complies with the provisions pursuant to the provisions of the first paragraph
referred articles.

6.

The Dutch Central Bank shall notify the supervisory authorities referred to in the second paragraph,
informed of a decision as referred to in the first or fifth paragraph.

Section 3.5.8. Rights of the other party after an event with regard to an insurer
Article 3:267d
[Expired as of 01-01-2019]
Article 3:267e

Page 295

[Expired as of 01-01-2019]
Article 3:267f
[Expired as of 01-01-2019]
Article 3:267g
[Expired as of 01-01-2019]
Section 3.5.9. Investment policies of underwriting entities and insurers
Article 3:267h
1.

An underwriting entity or insurer has an investment policy that
complies with the prudent-person rule.

2.

Rules are laid down by or pursuant to an order in council with regard to
up to the provisions of the first paragraph.

Chapter 3.6. Provisions regarding guideline groups
Section 3.6.1. General
Article 3:268
[Expired as of 01-01-2016]
Article 3:269
1.

A Dutch investment firm or Dutch bank that
is a parent undertaking or subsidiary of another investment firm or
bank, complies on a consolidated or sub-consolidated basis with the requirements pursuant to Section 3:17
determined in such a way that the procedures and measures to control
business processes and risks are coherent and well integrated and that they
information, as referred to in Section 1:52.

2.

An insurer with its registered office in the Netherlands that is subject to supplementary supervision
in accordance with Section 3.6.3, the business operations referred to in Section 3:17 are organized in such a way that
the procedures and measures to control business processes and risks coherence
exhibit and are well integrated and that they can provide the information referred to in Section 1:52;
provide.

Article 3:269a
1.

An enterprise which, alone or jointly with another enterprise, is at the
state of a guideline group of which a regulated entity with its registered office in the Netherlands
part, ensures that the business operations are such that the financial soundness of the
regulated entities and the company itself is not endangered by:
a. the risk management of the group as a whole and of the individual guideline group members;
b. the strategy and policies of the group as a whole and of the individual
guideline group members;
c. possible conflicts of interest and relationships between the regulated entities, the
company, referred to in the preamble, and the other guideline group members; or

Page 296

d. activities performed by guideline group members that are essential to the
business operations relating to the financial activities of one or more
regulated entities.
2.

Rules are laid down by or pursuant to an order in council with regard to
to the first member.

3.

The guideline group members referred to below organize their business operations in such a way that all
data relevant to the supervision referred to in this chapter can be
provides:
a. the regulated entity with its registered office in the Netherlands;
b. the enterprise that is headed alone or jointly with another enterprise
from the group;
c. guideline group members other than the guideline group members referred to in subparagraphs a and b
who carry out activities that are essential to the business operations with
relating to the financial activities of one or more regulated entities in the
group.

Article 3:270
If it is a group supervisor, the Dutch Central Bank may decide not to
to be included in the supervision referred to in Section 3.6.3 if:
a. the company has its registered office in a non-Member State where legal
there are barriers to providing the necessary supervision
information;
b. the undertaking to be involved in that supervision in the light of the objectives of that
supervision is only negligible unless several companies of
the same group may be disregarded and together they are not relevant
neglect significance; or
c. taking into account the financial position of that undertaking in light of
the objectives of such oversight would be misguided or misleading.
Article 3:271
Article 3:8 applies mutatis mutandis to a financial holding company, mixed financial
holding or insurance holding company with its registered office in the Netherlands, on the understanding that for the
application of the first paragraph for «suitable in connection with the conduct of the business of the»
financial undertaking» reads «suitable in connection with the conduct of the business
of the financial holding company, mixed financial holding company or insurance holding company, and of the
relevant directive group belonging to regulated entities».
Article 3:272
Article 3:9 applies mutatis mutandis to a financial holding company, mixed financial
holding company or insurance holding company with its registered office in the Netherlands.
Article 3:273
1.

2.

A mixed financial holding company, financial holding company or insurance holding company with its registered office in
The Netherlands reports changes with regard to subjects covered by Article 3:271
or 3:272 provision of data is prescribed, to the Dutch Central Bank.
The provisions pursuant to Section 3:29(3) shall apply mutatis mutandis to

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mixed financial holding companies, financial holding companies and insurance holding companies with registered office in
the Netherlands insofar as it relates to the notification of the changes referred to in the
first member.
Section 3.6.1a. Payment institutions and electronic money institutions in a group
Article 3:273a
[Expired as of 01-08-2014]
Section 3.6.2. Consolidated supervision of banks, investment firms,
payment institutions and electronic money institutions
Article 3:274
Supervision on a consolidated basis under this section is exercised
in accordance with the provisions of Title II of Part 1 of the Capital Requirements Regulation.
Article 3:275
1.

Unless that power under Articles 4 and 6 of the Regulation
banking supervision to the European Central Bank, the Dutch Central Bank will cease
banks and investment firms within the meaning of the Capital Requirements Regulation
supervision on a consolidated basis, if this results from the application of the Articles
111, paragraphs 1 to 4, of the Capital Requirements Directive, or if they are
consolidating supervisor has been designated in accordance with Article 111(5) thereof
directive.

2.

Before the Dutch Central Bank and the other supervisory authorities involved
with regard to the supervision on a consolidated basis of a Dutch bank or a
Dutch investment firm to apply Article 111(5) of the
Capital Requirements Directive, the Dutch Central Bank shall set the . referred to in that paragraph, second sentence,
companies the opportunity to express their views.

3.

If a Dutch financial EU parent holding company has a bank and a
investment firm as a subsidiary, and that bank has its registered office in the Netherlands
the Dutch Central Bank exercises supervision on a consolidated basis on all
subsidiaries, unless that jurisdiction under Articles 4 and 6 of the
banking supervision regulation to the European Central Bank.

4.

For the purposes of this article, the Dutch Central Bank is regarded as the
supervisor who has granted a license to a manager of
investment institutions, a UCITS manager or an investment firm.

Article 3:276
1.

Unless this authority pursuant to Articles 4 and 6
of the Banking Supervision Regulation belongs to the European Central Bank, supervision of
Dutch parent investment firms and Dutch parent banks, to the extent
and in the manner set out in this section, on the basis of the consolidated financial statements
position. This supervision includes the supervision of compliance with the provisions pursuant to Articles
3:17, first and second paragraph, part c, 3:57, 3:62a and 3:96, first paragraph, part b.

2.

Unless this authority pursuant to Articles 4 and 6
of the Banking Supervision Regulation belongs to the European Central Bank, supervision of

Page 298

Dutch investment firms and Dutch banks that are subsidiaries
of a Dutch financial parent holding or Dutch mixed financial
parent holding company, to the extent and in the manner set out in this section, on the basis of the
consolidated financial position of the Dutch financial parent holding or
Dutch mixed financial parent holding company. This supervision includes the supervision of the
compliance with the provisions pursuant to Sections 3:17(1) and (2)(c)
3:57, 3:62a and 3:96, first paragraph, part b.
3.

De Nederlandsche Bank supervises Dutch investment firms and
Dutch banks that are subsidiaries of a financial parent holding company or
mixed financial parent holding company if the Dutch Central Bank supervises this
investment firms or banks on a consolidated basis pursuant to Section 3:275.
The second paragraph, second sentence, applies mutatis mutandis.

4.

Rules are laid down by or pursuant to an order in council with regard to
to the calculation of the solvency on a consolidated basis of the
investment firms or banks, referred to in the first and second paragraph.

Article 3:276a
1.

If the Dutch Central Bank supervises on a consolidated basis in accordance with
this department and the mixed financial holding company is subject to equivalent
provisions of both this section and section 3.6.4, the Dutch Central Bank may, after
consultation with the other supervisory authorities concerned, only the relevant
to apply the provisions of Section 3.6.4 to the mixed financial holding company.

2.

If the Dutch Central Bank supervises on a consolidated basis in accordance with
this department and the mixed financial holding company is subject to equivalent
provisions of both this section and section 3.6.3, the Dutch Central Bank, in
agreement with the group supervisor of the persons referred to in Article 2(8)(b) of
insurance sector referred to in the Financial Conglomerates Directive, only the
relevant provisions of the main sector as referred to in Article 3, second paragraph, of the
Financial Conglomerates Directive.

Article 3:277
This section applies mutatis mutandis to Dutch investment firms or
Dutch banks that have a parent company that has a non-European
investment firm, non-European bank, financial holding company or mixed financial holding company
having its registered office in a non-Member State, if:
a. those investment firms or banks are not already subject to supervision that
is equivalent to the supervision on a consolidated basis, referred to in Title VII, Chapter
3, of the Capital Requirements Directive; and
b. De Nederlandsche Bank on the basis of a corresponding application of Section 3:275
would be responsible for the supervision on a consolidated basis on those
investment firms or banks.
Article 3:277a
1.

A Dutch investment firm or Dutch bank, which has a
is a subsidiary of an investment firm or bank or as a parent company
has a financial holding company or mixed financial holding company, complies with sub-consolidated
basis of the provisions pursuant to Sections 3:17(1) and (2)(c),
3:57, 3:62a and 3:96(1)(b) if the Dutch investment firm,

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Dutch bank, the financial holding company or mixed financial holding company:
a. as a subsidiary has a manager of an investment institution or UCITS,
investment firm, financial institution or bank having its registered office in a state that is not
is a Member State; or
b. holds a participation in a manager of an investment institution or UCITS,
investment firm, financial institution or bank having its registered office in a state that is not
Member State.
2.

If the financial holding company or mixed financial holding company as a subsidiary
has both an investment firm and a bank, the first paragraph only applies
on the couch.

Article 3:278
[Expired as of 01-08-2014]
Article 3:278a
[Expired as of 01-08-2014]
Article 3:278b
1.

If the Dutch Central Bank supervises on a consolidated basis on a
Dutch EU parent investment firm, Dutch EU parent bank,
Dutch investment firm or Dutch bank that is a subsidiary of
a Dutch financial EU parent holding company or Dutch mixed financial EU
parent holding:
a. coordinates the collection and dissemination of information to the concerned
supervisory authorities of other Member States that is relevant or essential in normal
circumstances and in emergency situations;
b. plans and coordinates the surveillance activities under normal conditions and the
cooperation with the relevant supervisory authorities of other Member States in the
within the framework of Articles 3:18a, 3:74a and 3:111a; and
c. plans and coordinates surveillance activities in emergency preparedness and emergency situations.

2.

The Dutch Central Bank, together with the relevant supervisory authorities of other
Member States agree on a joint arrangement on mutual coordination and
cooperation. The scheme may include additional tasks for the consolidating
supervisor are established.

Article 3:278c
If the Dutch Central Bank supervises a bank or a
investment firm within the meaning of the Capital Requirements Regulation, it takes the decisions,
referred to in Article 113(1)(a) and (b) of the Capital Requirements Directive, in
agreement with the relevant supervisory authorities of other Member States and takes
in doing so, they observe the time limits referred to in Article 113, second paragraph, of the Directive.
Article 3:278d
1.

If the consultation with the relevant supervisory authorities of other Member States
has not led to an agreement within the period referred to in Section 3:278c, the
Nederlandsche Bank, if it supervises subsidiaries of an EU

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parent investment firm or EU parent bank or an EU parent holding company on nonon a consolidated basis or on a sub-consolidated basis, without undue delay a decision pursuant to
the evaluation referred to in Section 3:18a, or the solvency of the subsidiary
adequate in view of its financial situation and risk profile.
2.

3.

De Nederlandsche Bank decides on the application of Articles 3:18a and 3:111a
after it has been notified by the relevant regulatory body supervising
taken into account the views and reservations expressed on a consolidated basis.
The Dutch Central Bank will annually update the decision referred to in the second paragraph.

Article 3:279
1.

The Dutch Central Bank may, in accordance with Article 28 of Regulation (EU) No.
1093/2010, an agreement with the regulatory body of another Member State
close at:
a. the prudential supervision, or parts thereof, of a bank or a
investment firm within the meaning of the Capital Requirements Regulation, having its registered office in
the Netherlands and with a parent company with its registered office in the other Member State, to be transferred
to the supervisory authority of that Member State, if it carries out the supervision of the
parent company; or
b. the prudential supervision, or parts thereof, of a bank or investment firm
within the meaning of the Capital Requirements Regulation, having its registered office in the other Member State and having a
parent company with registered office in the Netherlands, to be taken over from the supervisory
authority of that Member State, if the Dutch Central Bank supervises the
parent company.

2.

If the first paragraph, part b, is applied, the bank or
investment firm for the purpose of prudential supervision by the
Nederlandsche Bank assimilated to a bank or investment firm with its registered office in
The Netherlands.

3.

Further rules may be laid down by ministerial regulation with regard to the
first and second member. Conditions or restrictions may be placed on the
transfer or takeover of the supervision referred to in the first paragraph, under a and b.

Article 3:280
1.

If a Dutch investment firm or Dutch bank has a mixed
holding company as its parent company, the Dutch Central Bank supervises the
intra-group agreements and positions with the mixed holding company and its
subsidiaries, unless that jurisdiction under Articles 4 and 6 of the
banking supervision regulation to the European Central Bank.

2.

The investment firm or bank ensures the calculation and monitoring of its
intra-group agreements and positions with the mixed holding company and its
subsidiaries.

3.

The investment firm or bank must periodically
deadlines submit a report to the Dutch Central Bank or the European Central Bank in which
include significant intra-group agreements and positions with the mixed
holding company and its subsidiaries.

4.

Rules are laid down by or pursuant to an order in council with regard to

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to the content, provision, models and periodicity of the report.
5.

If it appears from the intra-group agreements and positions that the financial position of
the investment firm or bank is or could be in danger, the
Nederlandsche Bank measures against that investment firm or bank.

Article 3:280a
[Expired as of 01-08-2014]
Article 3:280b
[Expired as of 01-08-2014]
Section 3.6.3. Supervision of insurers with limited risk size in a guideline group
and to reinsurers, life insurers and non-life insurers in a
insurance guideline group
§ 3.6.3.0. Supervision of insurers with limited risk size in a guideline group
Article 3:281
1.

2.

To an insurer with a limited scope of risk with its registered office in the Netherlands that is part of
of a guideline group, not being an insurance guideline group, supplementary supervision
exercised in accordance with this paragraph.
The following are involved in the supplementary supervision:
a. companies affiliated with the insurer;
b. companies participating in the insurer;
c. companies that are associated with the companies referred to in part b.

Article 3:281a
1.

The Dutch Central Bank is involved in the supplementary supervision referred to in Section 3:281,
inter alia intra-group agreements and positions between the
subject insurer and:
a. companies affiliated with that insurer;
b. companies participating in that insurer;
c. companies that are associated with the companies referred to in part b; and
d. natural persons who hold a participation in:
1°.
that insurer or an associated company;
2°.
a company participating in that insurer;
3°.
an enterprise that is associated with an enterprise as referred to under 2°.

2.

The insurer referred to in the first paragraph, preamble, must periodically
established terms, submit a report to the Dutch Central Bank, which includes:
agreements and positions to the extent that they are of significant significance.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the content, provision, models and periodicity of the report.

4.

If it appears from the intra-group agreements and positions that the solvency of the
insurer, referred to in the first paragraph, preamble, is or could be in danger, the

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Nederlandsche Bank measures against that insurer.
Article 3:281b
1.

An insurer with a limited scope of risk to which the supervision referred to in
Article 3:281, first paragraph, applies, calculates the adjusted solvency. at or
pursuant to an order in council, rules are laid down with regard to the
calculation of the adjusted solvency and the manner, periodicity and terms of
the report. These rules may differ depending on the composition of the
guideline group.

2.

All affiliated companies, participating companies and with a participating
affiliated companies are included in the calculation.

3.

If the calculation shows that solvency is or could be at risk,
the Dutch Central Bank will take measures against that insurer.

§ 3.6.3.1. Application of Insurance Directive Group Supervision
Article 3:282
[Expired on 01-01-2016 01-01-2016]
Article 3:283
De Nederlandsche Bank may request a group supervisor other than the
group supervisor who is appointed pursuant to Article 247, second paragraph, of the Solvency II Directive
designated. In doing so, it follows the procedure laid down in Article 247, paragraphs 3 to 7, of that
directive.
Article 3:284
A company that will cease to be part of an insurance directive group or that
wishes to become part of such a group requires the consent of the
group supervisor if:
a. the group supervisor has been appointed in accordance with the criteria referred to in Article 247
of the Solvency II Directive; and
b. part b of the definition of guideline group referred to in Article 1:1 applies or van
would become.
Article 3:285
1.

To a Dutch reinsurer, life insurer or non-life insurer that has a
participating company is in a Dutch reinsurer, life insurer or
non-life insurer, in a European reinsurer, life insurer or
non-life insurer or in a non-European reinsurer, life insurer or
non-life insurer, insurance directive group supervision is exercised pursuant to the
articles 1:51e, 1:55a, 1:56, 1:58e, 3:271, 3:272, 3:288a to 3:288f, 3:288h and 3:288i.
Section 3:269 applies mutatis mutandis.

2.

To a Dutch reinsurer, life insurer or non-life insurer of which
the parent company is a mixed financial holding company or insurance holding company with its registered office in
is a Member State, Insurance Directive group supervision is carried out as referred to under the

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articles 1:51e, 1:55a, 1:56, 1:58e, 3:271, 3:272, 3:288a to 3:288f, 3:288h and 3:288i.
3.

To a Dutch reinsurer, life insurer or non-life insurer of which
the parent company is a mixed financial holding company or insurance holding company with its registered office in
a non-Member State or a non-European reinsurer, life insurer orverzekeraar
is a non-life insurer, Insurance Directive group supervision is exercised pursuant to the
Articles 1:65, sixth paragraph, 3:288g, 3:288j and 3:288k.

4.

To a Dutch reinsurer, life insurer or non-life insurer of which
the parent company is a mixed insurance holding company,
Insurance Directive group supervision exercised as referred to in Section 3:288g.

5.

If the Dutch Central Bank is a group supervisor,
carries out group supervision as referred to in the first or second paragraph, and the
participating reinsurer, life insurer, non-life insurer, mixed financial
holding company or insurance holding company having its registered office in a Member State which is either an associated undertaking
of a regulated entity or is itself a regulated entity, or a mixed
financial holding company that is subject to supplementary supervision as referred to in Section 3.6.4,
the Dutch Central Bank may decide at the level of the participating reinsurer,
life insurer, non-life insurer or insurance holding company the supervision of the
risk concentration, referred to in Section 3:288e or intra-group agreements and positions as
referred to in Section 3:288f not to be exercised.

Article 3:285a
1.

If De Nederlandsche Bank is a group supervisor and the mixed financial
holding company is subject to equivalent provisions of both this division and division
3.6.4, the Dutch Central Bank, after consultation with the other supervisory authorities concerned, may
authorities, decide to apply only the relevant provisions of Section 3.6.4.

2.

If De Nederlandsche Bank is a group supervisor and a mixed financial
holding company is subject to equivalent provisions of both this division and division
3.6.2, the Dutch Central Bank, in agreement with the supervisory authorities
which supervise the consolidated banking and investment services sector,
referred to in Article 2, point 8, under a and c, respectively, of the Financial Directive
conglomerates, decide only the relevant provisions of the main sector as
referred to in Article 3, second paragraph, of the Financial Conglomerates Directive.

Article 3:286
1.

In the event that the participating insurer referred to in Section 3:285, subsection 1 or 2,
mixed financial holding company or insurance holding company is a subsidiary of a
Dutch reinsurer, life insurer or non-life insurer, of a European
reinsurer, life insurer or non-life insurer, or of a mixed financial
holding company or insurance holding company with its registered office in a Member State, Articles 1:51e, 1:55a, 1:56,
1:58e, 3:271, 3:272, 3:288a to 3:288f, 3:288h and 3:288i only apply to the
level of the insurer, mixed financial holding company or insurance holding company with its registered office in
a Member State which is the ultimate parent company.

2.

If the Dutch Central Bank is a group supervisor and the referred to in the first paragraph
ultimate parent undertaking a subsidiary of a company specified in Section 3.6.4.
is subject to the supplementary supervision referred to, the Dutch Central Bank may
decide on the supervision of the risk concentration, as referred to in Section 3:288e, or the supervision of

not to exercise intra-group agreements and positions as referred to in Section 3:288f.

Page 304

Article 3:287
1.

If the ultimate parent undertaking referred to in Section 3:286(1)
has its registered office in a Member State other than the one referred to in Section 3:285(1) or (2)
participating insurer, mixed financial holding company or insurance holding company, the
Nederlandsche Bank, after consulting the ultimate parent company, decide
responsible insurer, mixed financial holding company or insurance holding company with registered office
in the Netherlands to the insurance directive group supervision.

2.

The Dutch Central Bank sends its decision, as referred to in the first paragraph, to the
ultimate parent company.

3.

Articles 1:51e, 1:56, 1:58e, 3:271, 3:272, 3:288a to 3:288f, 3:288h and 3:288i
apply mutatis mutandis to the responsible parent undertaking having its registered office
in the Netherlands, without prejudice to the fourth to eighth paragraphs.

4.

The Dutch Central Bank may amend the Insurance Directive Group Supervision of the
limit the responsible parent company, as referred to in the third paragraph, to one or more
of the requirements set out in Articles 3:288a to 3:288f and 3:288h.

5.

If the Dutch Central Bank decides to meet the requirements with regard to the financial position,
referred to in Articles 3:288a to 3:288f and 3:288h on the controller
parent company with its registered office in the Netherlands, it adapts the method choice for the
calculation of the solvency at the level of the insurance directive group, which is
group supervisor has been created.

6.

If the Dutch Central Bank decides to meet the requirements with regard to the financial position,
referred to in Articles 3:288a to 3:288f and 3:288h on the controller
parent company with its registered office in the Netherlands and the group supervisor on
request of the Insurance Directive Group has decided that the final
parent company with its registered office in another Member State, as referred to in Section 3:286(1),
both the Solvency Capital Requirement of the Insurance Directive Group and the
solvency capital requirement of the insurers in the guideline group based on an internal
model, the Dutch Central Bank applies that decision.

7.

If, in the case of the sixth paragraph, the risk profile of the controller
parent company with its registered office in the Netherlands differs significantly from the Union level
approved internal model of the Insurance Directive group and that parent company
takes insufficient measures to eliminate the non-conformity, the Dutch Central Bank may
decide to rely on the application of the internal model for the parent undertaking
ensuing Solvency Capital Requirement for the Insurance Directive subgroup a
capital surcharge, or, in exceptional circumstances where the application of toepassing
such a capital surcharge is not appropriate, require this company to
Solvency Capital Requirement of the Insurance Directive Group based on the
standard formula. The Dutch Central Bank will forward this decision to the
parent company.

8.

If the Dutch Central Bank decides to meet the requirements with regard to the financial position as
referred to in Articles 3:288a to 3:288f and 3:288h on the controller
parent company with its registered office in the Netherlands, that company should not
apply for one of its subsidiaries to a centralized risk management
pursuant to Section 3:288b.

9.

The Dutch Central Bank shall not take a decision as referred to in the first paragraph, or
make such a decision if the responsible parent undertaking with its registered office in

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The Netherlands is a subsidiary of the . referred to in Article 3:286(1)
ultimate parent undertaking at Union level and that undertaking in accordance with Article
3:288b or 3:288c may apply Section 3:288b to its subsidiary.
Article 3:288
1.

2.

In the case of Section 3:287(1), the Dutch Central Bank may decide
insurance directive group supervision of the combined insurance directive subgroup te
to keep. The Dutch Central Bank will inform that ultimate parent company of the
decision. The Insurance Directive subgroup supervision does not extend to the ultimate
parent company that has its registered office in a Member State other than the Member States in which the
members of the Insurance Directive subgroup have their registered office.
Article 3:287, paragraphs 3 to 9 inclusive, shall apply mutatis mutandis.

§ 3.6.3.2. Financial position
Article 3:288a
1.

A Dutch reinsurer, life insurer or non-life insurer that
participating company is in a Dutch reinsurer, life insurer or
non-life insurer, in a European reinsurer, life insurer or
non-life insurer or in a non-European reinsurer, life insurer or
non-life insurer, ensures that the insurance directive group has the disposal
on own funds at least equal to the Solvency Capital Requirement of the
insurance guideline group. Rules are established by or pursuant to an order in council
made with regard to the calculation of the Solvency Capital Requirement, the
composition of the solvency, the periodicity and the deadlines of the reporting and the
assessment of whether the solvency regime of a third country is equivalent to that of the
Solvency II Directive.

2.

A mixed financial holding company or insurance holding company with its registered office in a Member State
heads an insurance directive group of which a Dutch reinsurer,
life insurer or non-life insurer, ensures that that group
has equity capital at least equal to the
Solvency Capital Requirement of the Insurance Directive Group. By or pursuant to general
administrative order, rules are laid down with regard to the calculation of the
solvency capital requirement, solvency composition, periodicity and
deadlines for reporting and assessing whether the solvency regime of a third country
is equivalent to that of the Solvency II Directive.

3.

If the mixed financial holding company or insurance holding company fulfills the obligation referred to in
the second paragraph, does not or not timely comply, that obligation also rests on the Dutch
reinsurer, life insurer or non-life insurer.

4.

If the Dutch Central Bank is a group supervisor, it supervises the
determined in the first to third paragraphs. Articles 3:57(5), 3:57a, 3:135 and 3:136
apply mutatis mutandis.

5.

As soon as the Solvency Capital Requirement of the Directive group is no longer met
whether there is a danger that this will not be met in the following three months, the
insurer, as referred to in the first paragraph, or the holding company, as referred to in the second paragraph, the
Dutch Central Bank thereof if the Dutch Central Bank group supervisor
is. If the mixed financial holding company or insurance holding company fulfills the said obligation
does not comply or does not comply in time, that obligation also rests on the insurers referred to in the

Page 306

second member.
Article 3:288aa
It is a mixed financial holding company or insurance holding company with its registered office in the Netherlands
heads a group of which a Dutch reinsurer, life insurer or
non-life insurer is a part, prohibited, other than after obtaining a declaration of no
objection of the Dutch Central Bank, its assets by repayment of capital or distribution
of reserves or to pay a dividend, if the group at the time of
this repayment or distribution does not meet the Solvency Capital Requirement or would
it can be foreseen that it will no longer be able to meet that requirement in the following twelve months
comply.
Article 3:288b
1.

The Dutch Central Bank may authorize a Dutch reinsurer, life insurer or
non-life insurer that is part of an insurance directive group in certain cases
impose a capital surcharge on the solvency capital requirement in accordance with Article 3:132
or one of the others in Article 238, second or third paragraph, of the Solvency II Directive
apply the said measures.

2.

If the Dutch Central Bank is a group supervisor, it may in certain cases
apply a capital charge to the Consolidated Solvency Capital Requirement. Article 3:132
applies mutatis mutandis.

3.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the circumstances in which a capital surcharge may be imposed, the
calculation, the consequences of the capital surcharge, the assumptions and the conditions
underlie the Solvency Capital Requirement, including the conditions
for the calculation of the Solvency Capital Requirement under centralized risk management.

Article 3:288c
Section 3:288b applies mutatis mutandis to a Dutch reinsurer,
life insurer or non-life insurer that is a subsidiary of a mixed
financial holding company or insurance holding company.
Article 3:288d
An insurance guideline group of which a Dutch reinsurer, life insurer or
non-life insurer applies Article 3:69a to the valuation of the assets and
liabilities of the group.
Article 3:288e
1.

A Dutch reinsurer, life insurer or non-life insurer that
head of an insurance directive group or the mixed financial holding company or
insurance holding company must periodically submit a report
to the group supervisor . This report shall include all significant
risk concentrations of the insurers at group level.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the content, provision, models and periodicity of the report.

3.

Notwithstanding the first paragraph, the Dutch Central Bank may, if it

Page 307

group supervisor has been determined, after consultation with the other supervisory authority concerned
authorities and with the Insurance Directive Group, that the report be submitted to it
by an insurer designated by it in that group.
4.

If the Dutch Central Bank is a group supervisor, it determines, after consultation with the
other relevant supervisory authorities and the Insurance Directive group, which
categories of risks are in any case reported by the insurers in that group.

5.

When discussing the categories of risks identified by the insurers in the
insurance guideline group are reported, de Nederlandsche Bank maintains
capacity as a group supervisor or as a supervisor concerned takes into account the
specific group and risk management structure of the group.

6.

De Nederlandsche Bank determines if it is a group supervisor, after consultation with the
other relevant supervisory authorities and the Insurance Directive Group, with a view to
on the designation as a significant risk concentration that is reported the thresholds at
based on solvency capital or technical provisions.

7.

In its supervision of significant risk concentrations, the Dutch Central Bank spends
attention to possible contagion risks in the insurance guideline group, the risk of
conflicts of interest and the level or magnitude of the risks.

Article 3:288f
1.

A Dutch reinsurer, life insurer or non-life insurer that
head of an insurance directive group or the mixed financial holding company or
insurance holding company must periodically submit a report
to the group supervisor. This report shall include all significant
intra-group agreements and positions executed by the
insurers subject to group supervision, including the
intra-group agreements and positions with natural persons who are with the group
linked by a formal or de facto control structure. Very significant
intra-group agreements and positions of the insurers in that group, as soon as
this is practically possible, reported.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the content, provision, models and periodicity of the report.

3.

Notwithstanding the first paragraph, the Dutch Central Bank may, if it kan
group supervisor has been determined, after consultation with the other supervisory authority concerned
authorities and with the Insurance Directive Group, that the report be submitted to it
by an insurer designated by it in that group.

4.

De Nederlandsche Bank determines if it is a group supervisor, after consultation with the
other relevant supervisory authorities and the Insurance Directive group, which
categories of intra-group agreements and positions by the insurers in that group in
be reported in any case.

5.

Article 3:288e, paragraphs 3 to 6, shall apply mutatis mutandis.

Article 3:288g
1.

If a Dutch reinsurer, life insurer or non-life insurer
is a subsidiary of a mixed insurance holding company, the Nederlandsche
Bank supervises the intra-group agreements and positions between such

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insurers and the mixed insurance holding company and its affiliates
companies.
2.

Sections 1:51e, 1:53, 1:56, 3:288f and 3:295 apply mutatis mutandis.

Article 3:288h
1.

Articles 3:8, 3:9, 3:173:18, and 3:72, paragraphs 3, 6 and 8, are of
mutatis mutandis at the level of the Insurance Directive group.

2.

A Dutch reinsurer, life insurer or non-life insurer as referred to
in Article 3:285, first and second paragraph, the risk management and internal control systems apply
and reporting procedures in the insurance directive group consistently increasing
systems and procedures at the level of that group can be controlled.

3.

An insurer referred to in the second paragraph has internal control systems that:
at least include:
a. adequate procedures with regard to group solvency to ensure that all existing
determine and measure material risks and qualifying equity
appropriately attuned to the risks;
b. sound reporting and financial reporting procedures to
monitor and control intra-group agreements and positions and risk concentration
manage.

4.

An insurer or the mixed financial holding company referred to in the second paragraph or
insurance holding company conducts the assessment required pursuant to Section 3:17(2) of the
own risk and solvency at group level.

5.

The insurer referred to in the second paragraph shall ensure that if the calculation
of the solvency at the level of the guideline group is carried out using
of the standard method, the group supervisor has insight into the difference between the
sum of the solvency capital requirements of all insurers in the
insurance directive group and that group's Consolidated Solvency Capital Requirement.

6.

If the Dutch Central Bank is a group supervisor, it supervises the
determined in the first to third paragraphs. Articles 1:51e, 1:55a, 1:58e, 3:288i, 3:288j and
3:288k apply.

7.

If the Dutch Central Bank is a group supervisor, it can agree that the
assessment of own risk and solvency simultaneously at the level of the
insurance directive group and at the level of a subsidiary of that group
are carried out and that a document is drawn up that reflects all assessments
relates.

8.

If the insurance insurance group makes use of the option referred to in
the seventh paragraph, the document referred to in the seventh paragraph, is simultaneously sent to all
concerned supervisory authorities.

§ 3.6.3.3. Insurance Directive Group Solvency and Financial Condition Report
Article 3:288i
1.

A Dutch reinsurer, life insurer or non-life insurer that
participating company is in another insurer, or a mixed financial holding company

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or insurance holding company with its registered office in the Netherlands annually discloses:
a. a report on the solvency and financial situation at the level of the
insurance guideline group; and
b. the legal structure and governance and organizational structure, including a
description of all subsidiaries, materially related companies and
significant branches that are part of the Insurance Directive group.
2.

With regard to the first paragraph, under a, Article 3:73c, first and second paragraph, of
similar applications.

3.

If the holding company does not fulfill the obligation referred to in the first paragraph or does not fulfill it on time,
that obligation also applies to a Dutch insurer that is part of the
insurance directive group of which the holding company is a part.

4.

If the insurer or holding company referred to in the first paragraph so decides and the
group supervisor agrees to this, that insurer or holding company can submit one report on the
solvency and financial condition of the insurance directive group. Which
report contains:
a. the information at group level that becomes public pursuant to the first paragraph lid
made;
b. the information about the subsidiaries within the group that are
Article 3:73c, first and second paragraph, can be traced individually and is made public.

5.

In the event of the application of the fourth paragraph, the separate insurers in the
group not to make the report referred to in Section 3:73c(1) public.

6.

If the report referred to in the fourth paragraph does not contain information about a
Dutch insurer that the Dutch Central Bank requires from comparable insurers
and in the absence of material information, it may require the insurer concerned that
he makes the additional information public.

§ 3.6.3.3a. Preparatory crisis plan
Article 3:288i1
1.

A Dutch reinsurer, life insurer or non-life insurer, not being
an insurer with a limited scope of risk, which is a participating company in a
other insurer, or a mixed financial holding company or insurance holding company with its registered office in
The Netherlands is drawing up a preparatory crisis plan, which provides for measures that
enables the insurer to manage its financial position after a significant deterioration
recover, maintain and execute this plan.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the content, the submission, the models and the periodicity of the submission of
the plan.

3.

If a holding company as referred to in the first paragraph submits a preparatory crisis plan,
the obligation referred to in Article 3:17, second paragraph, under c, under 4° lapses.

§ 3.6.3.4. Rules regarding parent companies domiciled in a state that does not
Member State and equivalence

Page 310

Article 3:288j
1.

In the case of Section 3:285(3), the Dutch Central Bank decides if it
group supervisor with due observance of Article 260(1) of the Directive van
solvency II or the supervision exercised by the supervisory authority of the
parent company domiciled in a non-Member State is equivalent to the
Group Supervision of the Insurance Directive, as referred to in Article 3:285, second paragraph, without prejudice to the
fifth and sixth paragraph.

2.

The Dutch Central Bank regularly examines whether its decision, as referred to in the first paragraph,
will be reviewed.

3.

The Dutch Central Bank shall take the decision referred to in the first paragraph at the request of the
parent company, referred to in the first paragraph, of the Dutch or European
reinsurer, life insurer or non-life insurer in the insurance directive group or
on its own initiative, unless the European Commission has ruled on the
equivalence of the control of the State concerned.

4.

The Dutch Central Bank exercises the Insurance Directive group supervision as referred to in
Article 3:285(3), if it has been decided that the group supervision is equivalent.

5.

If the parent company referred to in the first paragraph is a subsidiary ofchteronderneming
a mixed financial holding company or insurance holding company with its registered office in a state that does not
Member State, or of a non-European reinsurer, life insurer or
non-life insurer, the Dutch Central Bank shall take the decision referred to in the first paragraph,
exclusively at the level of the ultimate parent undertaking that has a mixed
financial holding company or insurance holding company having its registered office in a non-Member State, nonEuropean reinsurer, life insurer or non-life insurer.

6.

In the absence of equivalent supervision as referred to in the first paragraph, the
Nederlandsche Bank apply the first paragraph to a lower level of that group with regard to
of the supervision of a state that is not a Member State where a parent company is located
regardless of whether that parent company is a mixed financial holding company or
insurance holding company, a non-European reinsurer, life insurer or
damage insurer. The Dutch Central Bank will communicate its decision to the
insurance guideline group. The first to fourth paragraphs are of corresponding
application.

Article 3:288k
1.

If the Dutch Central Bank is a group supervisor and there is no question of
equivalent supervision as referred to in Section 3:288j, subsection 1, or if the Netherlands
Bank Section 3:288j(4) does not apply in the event of temporary equivalence as referred to
in Article 260, seventh paragraph, of the Solvency II Directive, Articles 1:51e, 1:53, 1:55a,
1:56, 1:58e, 3:288a, 3:288b, first and third paragraph, 3:288d, 3:288e, 3:288f, 3:288h and 3:288i of
similar applications.

2.

The general principles contained in articles 1:51e, 1:53, 1:55a, 1:56, 1:58e, 3:271,
3:272, 3:288a to 3:288f, 3:288h and 3:288i apply at the level of the
mixed financial holding company, insurance holding company, non-European reinsurer,
life insurer or non-life insurer.

3.

Solely for the calculation of the Insurance Directive group solvency, the
parent company with its registered office in a non-Member State, treated as if it were a
Dutch reinsurer, life insurer or non-life insurer to which Article 3:57,

Page 311

second paragraph, applies mutatis mutandis with regard to the
Solvency Capital Requirement Qualifying Own Funds as well as:
the Solvency Capital Requirement determined in accordance with Section 3:288a, subsection 2
if it is a mixed financial holding company or insurance holding company;
b. the solvency capital requirement determined in accordance with Section 3:288a(1)
if it is a non-European reinsurer, life insurer or non-life insurer.
4.

De Nederlandsche Bank may apply other methods that provide appropriate supervision
guarantees on reinsurers, life insurers and non-life insurers in a
insurance guideline group.

Section 3.6.4. Prudential supervision of financial conglomerates
§ 3.6.4.1. Rules on the supervision of financial conglomerates
Article 3:289
1.

Unless that power under Articles 4 and 6 of the Regulation
banking supervision to the European Central Bank, the Dutch Central Bank establishes
in accordance with the relevant supervisory authorities, and subject to
Article 3 of the Financial Conglomerates Directive, determines whether a group is a financial
conglomerate. In adopting it, it shall take into account Articles 30 and 30bis of that Directive.

2.

De Nederlandsche Bank may, in accordance with the relevant supervisory authorities
authorities, and subject to Article 3(3) and (3bis) of the Financial Directive
conglomerates, decide not to apply Articles 3:269a, 3:297 and 3:298 if they
application of those Articles in light of the purposes of supervision unnecessary, inappropriate toezicht
or deems misleading.

Article 3:290
1.

If the Dutch Central Bank, in accordance with Article 10 of the Directive
financial conglomerates has been appointed as coordinator, it makes to the company that
is at the head of the guideline group or, in the absence thereof, at the
member, regulated entity referred to in the Directive, announces the decision that the group as
financial conglomerate and that the Dutch Central Bank is the coordinator
designated.

2.

When applying Article 10 of the Financial Conglomerates Directive, the
Nederlandsche Bank regarded as the supervisor that has granted a licence vergunning
to an investment fund manager, a UCITS manager, or a
investment firm.

Article 3:291
1.

If the Dutch Central Bank pursuant to Article 10 of the Financial Directive
conglomerates has been designated as coordinator, has supervised in accordance with the
Articles 3:269a and 3:296 to 3:298 apply to any regulated entity of
the financial conglomerate.

2.

Notwithstanding the first paragraph, the Dutch Central Bank does not exercise supervision
in accordance with Articles 3:269a and 3:296 to 3:298 on regulatedreglement
entities of a financial conglomerate whose parent undertaking has a
regulated entity or mixed financial holding company with its registered office in a State which

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is not a Member State if it has established that the supervision by the supervisory authority
of that State on the regulated entities of the financial conglomerate
is equivalent to the supervision of regulated entities, referred to in the first paragraph. The
Nederlandsche Bank also does not supervise a regulated entity with
registered office in the Netherlands that is part of a financial conglomerate as referred to in the first
sentence, if she is not the coordinator and the coordinator has made a determination that
corresponds to a determination as referred to in the first sentence.
3.

De Nederlandsche Bank may, in the case of a financial conglomerate as referred to in the
second paragraph and if there is no equivalent supervision as referred to in that paragraph,
supervision of the regulated entities with their registered office in the Netherlands of that financial
conglomerate in a manner other than that referred to in subsection 1, if that manner
appropriate, ensures that the objectives of the supervision are achieved and, if the
Nederlandsche Bank itself is not the coordinator, permission has been granted for this by the
coordinator.

4.

De Nederlandsche Bank, in collaboration with the relevant supervisory authorities,
authorities, determine the extent to which supervision as referred to in this section is exercised on a
regulated entity to which Article 5(4) of the Financial Conglomerates Directive
applies to.

5.

If one financial conglomerate is part of another financial conglomerate,
the supervision referred to in this section only applies to the entire financial
conglomerate.

6.

Notwithstanding the fifth paragraph, the Dutch Central Bank may, at the request of a financial
conglomerate that is part of another financial conglomerate decide that it
supervision, as referred to in this section, applies to the separate financial
conglomerates that are part of that other financial conglomerate.

Article 3:292
1.

If the Dutch Central Bank pursuant to Article 10 of the Financial Directive
conglomerates has been appointed as coordinator:
a. coordinates the collection and dissemination of information that is relevant or essential
in normal circumstances and in emergency situations, including the spread of
information relevant to prudential supervision on the basis of sectoral
regulations;
b. monitors and assesses the financial situation of the financial conglomerate as
whole;
c. monitors compliance with capital adequacy rules,
risk concentration and intra-group agreements and positions, referred to in the
Articles 3:296 to 3:298;
d. it monitors compliance with the rules relating to the business operations of the
financial conglomerate, as referred to in Section 3:269a; and
e. plans and coordinates surveillance activities in normal circumstances and in
emergency situations, in coordination with the relevant supervisory authorities.

2.

If the Dutch Central Bank, as coordinator or supervisor, needs information
has already been assigned to another supervisory authority of another Member State
provided, it first addresses this supervisory authority.

Article 3:293

Page 313

1.

To a mixed financial holding company that is part of a financial conglomerate
for which the Dutch Central Bank has been designated as coordinator, the Dutch Central Bank may
Bank apply Section 1:75 if, notwithstanding Sections 3:269a,
3:296 to 3:298 or provisions of other Member States to that effect
agree, the solvency could be jeopardized or the
intra-group agreements and positions or the risk concentrations the financial position of
threaten or . a regulated entity belonging to the financial conglomerate
can threaten.

2.

If, notwithstanding that a regulated entity with its registered office in the Netherlands
complies with Articles 3:269a and 3:296 to 3:298, solvency would be at risk
may be brought or the intra-group agreements and positions or the
risk concentrations threaten the financial position of that regulated entity or
threaten them, the Dutch Central Bank can take measures against those
regulated entity.

3.

If the Dutch Central Bank is not a coordinator, it can use a mixed financial
holding company with registered office in the Netherlands that is part of a financial conglomerate de
apply Articles 1:75, 1:79 to 1:81 and 1:85 if that holding company or a
regulated entity belonging to that financial conglomerate is acting in violation of the
Articles 3:269a and 3:296 to 3:298 or with provisions of other Member States
correspond to it. Article 1:75 also applies if
the provisions referred to are met, but solvency could still be at risk
or the intra-group agreements and positions or the
risk concentrations the financial position of a regulated entity belonging to the
financial conglomerate belongs, threaten or may threaten.

Article 3:294
[Expired as of 01-01-2014]
Article 3:295
[Expired as of 01-01-2014]
§ 3.6.4.2. Rules for operating as a financial conglomerate
Article 3:296
1.

An enterprise which, alone or jointly with another enterprise, is at the
state of a financial conglomerate of which a regulated entity with its registered office in
the Netherlands is part, ensures that it is consolidated or
aggregate basis complies with the requirements laid down by or pursuant to an order in council
establish rules regarding the capital adequacy of the conglomerate, if the
Nederlandsche Bank coordinator. These rules relate to the manner, the
periodicity and the reporting deadlines, as well as on the calculation of the
capital adequacy.

2.

If a regulated entity with its registered office in the Netherlands is part of a
financial conglomerate, the company referred to in the first paragraph ensures that
adequate capital adequacy strategies for the conglomerate as a whole.

3.

If the company does not or does not fulfill the obligation referred to in the first or second paragraph,
performs in a timely manner, that obligation also rests on the regulated party referred to in that paragraph

Page 314

entity.
4.

If the Dutch Central Bank is the coordinator, the company referred to in the
first paragraph, or a regulated entity belonging to the group that is authorized by the
Nederlandsche Bank after consultation with the relevant supervisory authorities and with the
financial conglomerate, to the Dutch Central Bank at least once
a calculation per year, together with the data used in that calculation, showing
whether the first paragraph is met.

5.

If the Dutch Central Bank has been designated as coordinator, it may decide to
guideline group member not to be taken into account when calculating capital adequacy
in the event that:
a. the guideline group member has its registered office in a non-Member State where legal waar
barriers exist for providing the necessary information;
b. the guideline group member in light of the objectives of the supervision as referred to in this
department is of negligible significance; or
c. considering the guideline group member in light of the objectives of
supervision as referred to in this section would be inappropriate or misleading.

6.

The fifth paragraph, part b, does not apply if it contains more than one
guideline group member and the relevant guideline group members collectively not too
negligible significance.

7.

In the case referred to in the fifth paragraph, under c, the Dutch Central Bank shall consult,
except in urgent cases, the relevant supervisory authorities before they
makes a decision.

8.

With regard to a group that is not a financial conglomerate and of which, in addition to a
investment firm or bank with its registered office in the Netherlands a life insurer,
non-life insurer or funeral expenses and benefits in kind insurer with its registered office in the Netherlands is part,
rules may be laid down by or pursuant to an order in council with
with regard to capital adequacy. The company which, alone or jointly with a
other company, is at the head of the group ensures that those rules
is met.

Article 3:297
1.

An enterprise which, alone or jointly with another enterprise, is at the
state of a financial conglomerate of which a regulated entity with its registered office in
Netherlands is part of, reports regularly and at least once a year all
significant risk concentrations at the level of the financial conglomerate on the
Nederlandsche Bank if this is the coordinator.

2.

Notwithstanding the first paragraph, the Dutch Central Bank may determine, after consultation with the
other relevant supervisory authorities and with the financial conglomerate, which
report is submitted to it by a regulated regulatory agency designated by it
entity that is part of the financial conglomerate.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the report referred to in the first paragraph. These rules relate to the content, the
manner, periodicity and deadlines of the reporting.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to quantitative limits or other measures to limit the

Page 315

risk concentration.
5.

Application of this article takes place with due observance of article 7, fourth paragraph, of the
Financial Conglomerates Directive.

Article 3:298
1.

An enterprise which, alone or jointly with another enterprise, is at the
state of a financial conglomerate of which a regulated entity with its registered office in
Netherlands is part of, reports regularly and at least once a year all
significant intra-group agreements and positions of regulated entities in the
financial conglomerate to the Dutch Central Bank if the latter is the coordinator.

2.

Notwithstanding the first paragraph, the Dutch Central Bank may determine, after consultation with the
other relevant supervisory authorities and with the financial conglomerate, which
report is submitted to it by a regulated regulatory agency designated by it
entity.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the report referred to in the first paragraph. These rules relate to the content, the
manner, periodicity and deadlines of the reporting.

4.

Rules may be laid down by or pursuant to an order in council with
regarding quantitative or qualitative limits for intra-group agreements and
positions or with regard to measures with the same aim.

5.

Application of this article takes place with due observance of article 8, fourth paragraph, of the
Financial Conglomerates Directive.

Article 3:299
1.

An enterprise which, alone or jointly with another enterprise, is at the
state of a financial conglomerate of which a regulated entity with its registered office in
is part of the Netherlands, the Dutch Central Bank informs at least once a year
on the legal structure, governance and organizational structure of the group, including
of all regulated entities belonging to the group, non-regulated
subsidiaries and significant branches.

2.

A regulated entity with its registered office in the Netherlands makes annually at the level of
the financial conglomerate discloses a description of the legal structure, the
governance and organizational structure of the group, either by full disclosure or by
reference to equivalent information.

Section 3.6.5. Intra-group financial support agreements Overeenkomst
Article 3:300
1.

This section applies to agreements for the granting of
financial support to a party to the agreement when that party complies with the
conditions for early intervention, referred to in Article 27, first paragraph, preamble, of the
Directive on recovery and resolution of banks and investment firms, between:
a. an EU parent institution with its registered office in the Netherlands and one or more entities as referred to in
Article 3A:2, under a to f, with its registered office in another Member State;
b. one or more entities as referred to in Article 3A:2, under a to f, with registered office in

Page 316

The Netherlands and an EU parent institution with its registered office in another Member State.
2.

An agreement as referred to in the first paragraph does not contain any requirements as referred to in
Article 19(3)(a) and (b) of the Bank Recovery and Resolution Directive and
investment firms.

Article 3:301
1.

An EU parent institution with its registered office in the Netherlands needs to conclude or amend
an agreement to provide financial support approval of the consolidating
supervisor.

2.

If the Dutch Central Bank is a consolidating supervisor, it may, with
compliance with the procedure in Article 20 of the Bank Recovery and Resolution Directive
and investment firms, withhold approval if the agreement does not comply
to the provisions pursuant to Articles 19, fifth paragraph, under b, seventh and eighth paragraphs, and
23 of the Directive on recovery and resolution of banks and investment firms.

Article 3:302
1.

An EU parent institution with its registered office in the Netherlands that of the consolidating
supervisor has obtained approval for the conclusion or amendment of a
agreement for the provision of financial support, that agreement or amendment
thereof to its general meeting for approval. The agreement or the
amendment only takes effect after approval of the general meeting
obtained.

2.

The first paragraph applies mutatis mutandis to entities as referred to in Article
3:300, first paragraph, part b.

Article 3:303
1.

An EU parent institution with its registered office in the Netherlands submits an annual written report to
its general meeting on the execution of agreements for the granting of
financial support to which it is a party, as well as from the
decisions taken.

2.

An EU parent institution with its registered office in the Netherlands, in accordance with the provisions
pursuant to Article 26 of the Bank Recovery and Resolution Directive and
investment firms, public:
a. whether it has entered into an agreement for the provision of financial support;
b. a description of the terms of the agreements entered into; and
c. the names of the group entities that are parties to the agreements entered into.

It shall update this information at least once a year. Articles 431 to 434 of the
Capital Requirements Regulation apply mutatis mutandis.
3.

The first and second paragraphs apply mutatis mutandis to entities as referred to
in Article 3:300, first paragraph, under b.

Article 3:304
A decision by an entity as referred to in Section 3A:2, under a to f, to
grant or accept financial support of an agreement complies with the provisions het

Page 317

pursuant to Article 24 of the Bank Recovery and Resolution Directive and
investment firms.
Article 3:305
1.

An EU parent institution with its registered office in the Netherlands that intends on the basis of a
agreement to provide financial support shall notify the consolidating
supervisor, the supervisory authority of the group entity to which the support will be
and the European Banking Authority. The notice complies with the provisions
pursuant to Article 25(1) of the Bank Recovery and Resolution Directive and
investment firms.

2.

The Dutch Central Bank may implement the intention referred to in the first paragraph,
prohibit or attach conditions to it if it is of the opinion that this is not in accordance with the
Article 23 of the Directive on recovery and resolution of banks and investment firms
the conditions referred to for the provision of financial support within the group are met.

3.

An EU parent institution with its registered office in the Netherlands can grant
financial support if the implementation of the intention is not completed within five working days after the
receipt of the notification by the Dutch Central Bank pursuant to the second paragraph is
prohibited or approved.

4.

An EU parent institution with its registered office in the Netherlands that proceeds to grant
financial support notifies the person referred to in Article 25(6) of the Recovery Directive and
resolution of banks and investment firms.

5.

Paragraphs 1 to 4 apply mutatis mutandis to entities such as
referred to in Section 3:300(1)(b).

3a. Part Special measures and provisions concerning financial undertakings
Chapter 3a.1. Resolution of banks and certain investment firms
Section 3a.1.1. General provisions
Article 3a:1. Definitions
In this chapter and the provisions based on it:

a.
b.
c.

the instrument of transfer of the undertaking as referred to in Article 3A:28;
the instrument of the bridge institution as referred to in Article 3A:37;
the instrument of division of assets and liabilities as referred to in Article 3A:41;
and

d.

the bail-in tool as referred to in Section 3A:44;
resolution authority: an authority issued by a Member State in accordance with Article 3 of the Directive
recovery and resolution of banks and investment firms designated authority or
a competent authority of a non-Member State with similar powers
as a resolution authority of a Member State;
resolution action: applying a resolution tool or exercising
of a power under Chapter 3A.2, with the exception of Section 3A.2.2;
instruments of ownership: shares, rights to shares, depositary receipts for shares,
other units or participations in the capital or depositary receipts for those rights
and units, membership rights or similar rights, claims, options,
conversion rights or comparable rights that can be converted upon exercise

Page 318

be acquired or entitle to acquire shares or similar
rights giving entitlement to the capital or assets of the relevant
entity;
asset and liability management entity: an asset management vehicle as referred to in
Article 42, second paragraph, of the Directive on recovery and resolution of banks and
investment firms;
transfer financial collateral arrangement: the financial collateral arrangement
leading to a transfer, as referred to in Article 2, part b, of the Directive
financial collateral arrangements;
guaranteed deposit: a deposit to the extent that it is guaranteed under
a deposit guarantee scheme;
structured finance arrangement : an arrangement, including securitisations and
instruments for hedging purposes, which is an integral part of the cover pool and
under applicable law in the same way as registered covered bonds
secured, and that the provision and holding of collateral by a party to the
arrangement, involves a trustee, agent or nominee;
group: a group of entities as referred to in Article 3A:2, which are jointly subject
are subject to supervision on a consolidated basis in accordance with Title II of Part 1 of the
capital requirements regulation;
group resolution authority : the resolution authority in the Member State where the
consolidating supervisor, referred to in Article 4(1) of the Regulation van
capital requirements, is established;
eligible liabilities: liabilities as referred to in Article 2, first paragraph, part
71, of the Recovery and Resolution of Banks and Investment Firms Directive;
core capital instruments : instruments as referred to in Article 26(1)(a),
of the Capital Requirements Regulation;
critical functions: critical functions as referred to in Article 2(1)(35) of the
Directive on recovery and resolution of banks and investment firms;
relevant capital instruments : instruments as referred to in Article 2(1),
parts 69 and 73 of the Bank Recovery and Resolution Directive and
investment firms;
netting agreement: a netting agreement as referred to in Article 2, first paragraph,
Section 98 of the Bank Recovery and Resolution Directive and
investment firms;
debt instruments: bonds and other forms of transferable debt,
instruments creating or acknowledging a debt and instruments giving entitlement to the
acquiring debt instruments;
securitization: securitization as referred to in Article 4(1)(61) of the
capital requirements regulation.
settlement agreement: a settlement agreement on the basis of which two or
more receivables or liabilities between the entity under resolution and a counterparty with
can be offset against each other;
security arrangements: security arrangements whereby a person, by way of security,
has an actual or contingent interest in the assets to be transferred, regardless of whether
that interest by individualized goods or by a security on a
generality of goods or similar arrangement is covered.
Article 3a:2. Scope
This chapter applies to the following entities, having their registered office in the Netherlands, unless otherwise stated
determined:
a. banks;
b. investment firms to which Article 28, second paragraph, of the Capital Requirements Directive
applies to;

Page 319

c. financial holding companies in a group with a bank or an investment firm as
referred to in part b;
d. mixed financial holding companies in a group with a bank or an investment firm
as referred to in part b;
e. mixed holding companies in a group with a bank or an investment firm as
referred to in part b;
f. financial institutions, if they are a subsidiary of an entity referred to
in subparagraphs a to e, and under supervision on a consolidated basis on the
parent undertaking, in accordance with Title II of Part 1 of the Regulation
capital requirements; as well as:
g. branches of banks and investment firms located in the Netherlands that meet
the requirement referred to in Article 28, second paragraph, of the Capital Requirements Directive, with
registered office in a non-Member State.
Article 3a:3. Relationship to applicable law
This chapter applies to entities referred to in Article 3A:2, regardless of the law that
applies to:
a. the entity's assets or liabilities;
b. financial instruments issued by or with the cooperation of the entity; and
c. agreements to which the entity is bound.
Article 3a:4. Resolution decisions other Member States
1.

2.

A decision by a resolution authority of another Member State containing the
transfer of instruments of ownership, assets or liabilities located in the Netherlands or
to which Dutch law applies, or containing the conversion or write-off
of liabilities to which Dutch law applies is recognized by operation of law and
implemented here.
It is not possible to challenge a decision as referred to in the first paragraph in court.

Article 3a:5. Third country resolution decisions
1.

A decision by a resolution authority of a non-Member State until
resolution of a bank, investment firm or parent company with its registered office in that
State shall be recognized and enforced by operation of law in respect of any
subsidiary with its registered office in the Netherlands, a branch office located in the Netherlands, or at least
with regard to assets or liabilities that are located in the Netherlands or on which Dutch
law applies if:
a. this follows from a treaty as referred to in Article 93 of the Directive on the recovery and settlement of
banks and investment firms, between the European Union and the relevant state;
b. this follows from a treaty to which the Netherlands and the relevant state are parties;
c. this follows from a decision of a European resolution college as referred to in Article 94,
second paragraph, of that directive, unless the Dutch Central Bank, in accordance with Article 95 of
that directive decides otherwise; or
d. this follows from a decision of the Dutch Central Bank in accordance with Article 94(3),
of that directive.

2.

To the extent necessary for the implementation of a decision as referred to in the
first paragraph, the Dutch Central Bank has the powers in Sections 3A.1.3
to 3A.1.8.

3.

The first and second paragraph allow the application of Titles I and II of the Bankruptcy Act and
of Section 3.5.5 of this Act.

Page 320

Article 3a:6. Application of resolution decisions
1.

A decision under this Chapter, with the exception of Section 3A.1.2, as well as the
preparation and implementation of that decision, is not subject to any consent requirement
pursuant to the law, the articles of association or between the entity and its shareholders or members
agreed arrangements with regard to decision-making by the general
meeting, with the exception of the requirement of consent of the transferee upon transfer
of instruments of ownership, assets or liabilities.

2.

Without prejudice to the provisions under Articles 81 and 83 of the Recovery Directive and
resolution of banks and investment firms, is a decision under this chapter
as well as its preparation and execution, with the exception of section 3A.1.2, not
subject to any notification requirement or procedural requirement under any other
legal regulation.

3.

A decision to write down and convert capital instruments, application of a
resolution tool or conversion of the legal form of the entity under resolution, as well as
the preparation and implementation of that decision is not subject to any other
restriction by law, statute or agreement.

4.

A decision to write down and convert capital instruments or to apply a
resolution tool states the time when it takes effect. The concerned
instruments of ownership, assets or liabilities are transferred at this time unless otherwise stated in the resolution besluit
is decided.

Article 3a:7. Applicable right to transfer guarantees
The guarantees referred to in Chapter VII of Title IV of the Recovery and Resolution Directive
banks and investment firms, which apply upon the transfer of part of the assets or
liabilities, are governed by the law of the Member State of the resolution authority that
decision to transfer.
Article 3a:8. Persons charged with settlement
1.

The additional authorities are charged with the preparation and implementation of decisions pursuant to this chapter
decision of the Dutch Central Bank designated persons. Articles 5:12 to 5:17
and 5:20 of the General Administrative Law Act apply mutatis mutandis.

2.

A decision as referred to in the first paragraph is notified by posting in
the Government Gazette.

Section 3a.1.2. Settlement Preparation
Article 3a:9. Resolution plan outside SRM
1.

De Nederlandsche Bank adopts a resolution plan for investment firms
that are not part of a group.

2.

If the Dutch Central Bank is the group resolution authority of a group
which does not fall within the scope of the Common Regulation
resolution mechanism, establish a resolution plan for the group, in accordance with the
procedure in Article 13 of the Bank Recovery and Resolution Directive and

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investment firms.
3.

The resolution plan for a group as referred to in the second paragraph, which is established by
the group resolution authority in another Member State, is on the entities of the group with
registered office in the Netherlands applies, unless the Dutch Central Bank, in accordance with Article 13,
sixth paragraph of the Directive on the recovery and resolution of banks and investment firms,
prepare separate resolution plans for these entities.

4.

Article 8, Article 8, of the adoption of a resolution plan by the Dutch Central Bank
fifth to twelfth paragraphs of the common regulation
settlement mechanism applies mutatis mutandis. The Dutch Central Bank takes
hereby the considerations referred to in Article 11, third paragraph, under a to d, of that
regulation into consideration.

5.

The Dutch Central Bank may decide that the provisions pursuant to the fourth paragraph are
is applied in a simplified manner or that adoption of a resolution plan is not
is necessary. Article 11, paragraphs 1 and 3 to 7, of the Regulation
Single Resolution Mechanism applies mutatis mutandis.

Article 3a:10. Assessment of resolvability outside SRM
When drawing up a resolution plan pursuant to
Article 3A:9 the extent to which the entity or group concerned is resolvable. Article 10, first to
with sixth paragraph of the Single Resolution Mechanism Regulation is of
similar applications. De Nederlandsche Bank hereby takes into account the considerations referred to in
Article 11, third paragraph, under a to d, of that regulation.
Article 3a:11. Measures with regard to resolvability outside SRM
1.

Based on the assessment of the resolvability of
an entity or group pursuant to Article 3A:10, in accordance with the procedure in Article 17,
first to fourth paragraphs, respectively Article 18, first to sixth and eighth inclusive
and ninth paragraph, of the Directive on recovery and resolution of banks and
investment firms, to the extent that the material impediments to
resolvability and may, if necessary, impose measures on the entity or group if
referred to in Article 17(5) of the Bank Recovery and Resolution Directive and
investment firm, to sufficiently reduce or eliminate these barriers
to take.

2.

Measures as referred to in the first paragraph, which are imposed by the
group resolution authority in another Member State to entities of a group that is not covered
under the operation of the Single Resolution Mechanism Regulation, are on the
entities with registered office in the Netherlands, unless the Dutch Central Bank,
in accordance with Article 18(7) of the Bank Recovery and Resolution Directive and richtlijn
investment firms, imposes such measures on those entities themselves.

3.

On the identification of obstacles and the imposition of measures by the
Nederlandsche Bank pursuant to the first or second paragraph, Article 10, tenth paragraph, of the
Single Resolution Mechanism Regulation applies mutatis mutandis.

Article 3a:11a. Measures with regard to resolvability within SRM
If the Resolution Council or the Dutch Central Bank, pursuant to Article 10, paragraph ten, of the
Single Resolution Mechanism Regulation considers that the entity or
proposed parent company the identified barriers to

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resolvability will not be sufficiently reduced or eliminated, the
Nederlandsche Bank about the authority, if applicable on instruction of the
Board, to impose on the entity or group measures referred to in Article 10,
11th paragraph of that regulation, subject to paragraph 13 of that article.
Article 3a:12. Ability to issue core capital and equity instruments
An entity is at all times able to issue common equity or instruments of ownership
in order to comply with a decision as referred to in Article 3A:22, first paragraph, or 3A:45,
first member.
Article 3a:13. Contractual resolvability clause
1.

An entity as referred to in Article 3A:2, under a to f, takes in a
agreement to which the law of a non-Member State applies, and which
contains obligations for the application of the powers referred to in Articles 3A:21
and 3A:44, would qualify and are not deposits as referred to in Article 212ra,
first paragraph, parts a or b, of the Bankruptcy Act, a provision in which the other party
agrees to the possible application of those powers and to the consequences thereof.

2.

The first paragraph does not apply to agreements entered into for the
entry into force of this article, unless otherwise provided by regulation of the European
Commission pursuant to Article 55(3) of the Directive on recovery and resolution of
banks and investment firms.

3.

De Nederlandsche Bank or, depending on the division of competences on the basis of
Article 7 of the Single Resolution Mechanism Regulation, the
Board may require the entity to verify the enforceability of a contractual
provision as referred to in the first paragraph, by means of a statement from an independent
expert demonstrates.

4.

De Nederlandsche Bank or, depending on the division of competences on the basis of
Article 7 of the Single Resolution Mechanism Regulation, the
The Board may grant an exemption from the first paragraph if it determines that the
obligations under the law of a State which is not a Member State or under any
binding agreement entered into, are subject to the application of amortization and
conversion of capital instruments or the bail-in instrument by the Dutch
Bank, the Board or a resolution authority of another Member State.

Article 3a:14. MREL investment firm outside SRM
1.

An investment firm not covered by the Regulation
single resolution mechanism, meets a minimum requirement for own
assets and eligible liabilities.

2.

De Nederlandsche Bank sets the minimum requirement for equity capital and
qualifying liabilities. Article 12, fourth, sixth to ninth, eleventh,
twelfth, sixteenth and seventeenth paragraphs of the common regulation
settlement mechanism applies mutatis mutandis.

3.

The Dutch Central Bank may grant to an investment firm that acts as an EU
parent institution or subsidiary is part of a cross-border
group, grant exemption from the first paragraph, if the conditions referred to in
Article 45, eleventh or twelfth paragraph, respectively, of the Directive on recovery and settlement of

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banks and investment firms have been met.
Article 3a:15. MREL EU parent company outside SRM
1.

An entity that is an EU parent undertaking of a group not covered by the scope
of the Single Resolution Mechanism Regulation, complies on consolidated
basis on a minimum requirement for own funds and eligible liabilities.

2.

De Nederlandsche Bank, if it is the group resolution authority,
in accordance with the procedure in Article 45, ninth paragraph, of the Recovery and Resolution Directive
of banks and investment firms, the minimum requirement referred to in the first paragraph,
fixed. Article 12, fourth, sixth to eighth, eleventh, twelfth, sixteenth and seventeenth
paragraph, of the Single Resolution Mechanism Regulation is of corresponding
application.

3.

The minimum requirement for own funds and eligible liabilities, referred to
in the first paragraph, which is determined by the group resolution authority in another Member State,
applies to the EU parent company with its registered office in the Netherlands.

Article 3a:16. MREL other group entities outside SRM
1.

De Nederlandsche Bank can set a minimum requirement for own funds and in
impose eligible liabilities on entities as referred to in Article 3A:2, subsections
c to f, which do not fall within the scope of the Regulation common
settlement mechanism.

2.

Article 12, fourth, sixth to ninth, eleventh, twelfth, sixteenth and seventeenth
paragraph, of the Single Resolution Mechanism Regulation is of corresponding
application.

Section 3a.1.3. Decision to settle or write down and convert
capital instruments
Article 3a:17. Decision to write off and convert outside SRM
1.

De Nederlandsche Bank decides to write down and convert capital instruments
of an investment firm that is not part of a group or entities of
a group that does not fall within the scope of the Regulation common
settlement mechanism, if one of the conditions referred to in
Article 21, paragraph 1, of that Regulation and if the application of a
resolution action would result in creditors incurring losses or
receivables are converted.

2.

Article 21, third to paragraph, applies to the application of the conditions referred to in the first paragraph
and with fifth and seventh paragraphs of the common regulation
settlement mechanism applies mutatis mutandis.

3.

For the write-down and conversion of capital instruments of an entity that is part
belongs to a group as referred to in the first paragraph, of which the Dutch Central Bank is not the
group resolution authority is:
submit the opinion of the Dutch Central Bank on the viability of the group
be in accordance with the judgment of the designated authority of the
statement of the consolidating supervisor, if the entity is a subsidiary;
and

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b. shall be judged solely by the appropriate authority of the State of the consolidating
supervisor of the group's viability, if the entity
parent company.
4.

In preparation of a decision as referred to in the first paragraph, a valuation
of the entity's assets and liabilities. Article 20, first to fifteenth paragraphs, of
the Single Resolution Mechanism Regulation is of corresponding
application.

Article 3a:18. Decision to settle outside SRM
1.

De Nederlandsche Bank decides to wind up an investment firm that does not
is part of a group, or of entities of a group that is not within the scope of
the Single Resolution Mechanism Regulation, if the
conditions referred to in Articles 16 and 18, paragraph 1, of that Regulation.

2.

Articles 14 and 18, paragraphs 3 to 6, of the common regulation
settlement mechanism apply mutatis mutandis.

3.

By a decision as referred to in the first paragraph with regard to entities of a group such as
referred to in that paragraph, of which a mixed holding company forms part, Article 33, paragraph 3,
of the Directive on the recovery and resolution of banks and investment firms.

4.

The resolution of an entity that is part of a group as referred to in the first
member and of which the Dutch Central Bank is not the group resolution authority, the following takes place:
a. subject to the procedural requirements in Article 91, paragraphs 4 and 5 of the
Directive on recovery and resolution of banks and investment firms; and
b. in accordance with the group resolution scheme referred to in Article 91(6) of the
Directive on the recovery and resolution of banks and investment firms, unless it is a
subsidiary and the Dutch Central Bank in accordance with Article 91,
eighth paragraph, or Article 92, fourth paragraph, of the Directive on recovery and resolution of banks and
investment firms decide otherwise.

5.

In preparation of a decision as referred to in the first paragraph, a valuation
of the entity's assets and liabilities. Article 20, first to fifteenth paragraphs, of
the Single Resolution Mechanism Regulation is of corresponding
application.

Article 3a:19. Resolution measure for third country branches
1.

The Dutch Bank may decide to apply a resolution measure at the
in respect of a branch of a bank or investment firm having its registered office in a State
which is not a Member State, if the conditions referred to in Article 96 of the
Directive on recovery and resolution of banks and investment firms.

2.

In preparation of a decision as referred to in the first paragraph, a valuation
of the assets and liabilities to which the proposed resolution action relates.
Article 20, paragraphs 1 to 15, of the common regulation
settlement mechanism applies mutatis mutandis.

Article 3a:20. No greater losses than in bankruptcy
1.

If the Dutch Central Bank takes a decision as referred to in Articles 3A:18,
first paragraph, 3A:19, first paragraph or Articles 16 or 18 of the Regulation in common

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resolution mechanism, the holders of core capital instruments or
instruments of ownership and the creditors whose claims have been written off or
converted, no greater losses than they would have incurred if the entity immediately
would have been liquidated in bankruptcy prior to that decision.
2.

If the Dutch Central Bank to implement a decision as referred to in the first paragraph
decides to transfer portions of the assets or liabilities of the entity under resolution,
receive the holders of core capital instruments or instruments of ownership and the
creditors whose claims have not been transferred, without prejudice to paragraph 1, ter
payment of their claims at least as much as they would have received if
the entity under resolution immediately prior to the transition into bankruptcy
have been liquidated.

3.

After the Dutch Central Bank has issued a decision as referred to in Articles 3A:18, first paragraph, or
3A:19, first paragraph, it shall ensure as soon as possible that by
an independent person carries out a valuation in order to verify whether the
conditions, referred to in the first and second paragraph, have been met. Article 20, sixteenth,
seventeenth and eighteenth paragraphs of the common regulation
settlement mechanism applies mutatis mutandis.

4.

If the valuation shows that a holder of a core capital instrument or
ownership instrument or a creditor has incurred greater losses than it would have
suffered if the entity went into bankruptcy immediately prior to that resolution
have been liquidated, the Dutch Central Bank will grant compensation equal to the difference
at the expense of the resolution fund, referred to in Article 3A:68.

Section 3a.1.4. Amortization and conversion of capital instruments
Article 3a:21. Depreciation and conversion
1.

In order to implement a decision pursuant to Article 21 of the
Single Resolution Mechanism Regulation or Article 3A:17:
a. core capital components as referred to in Article 26, first paragraph, under b to f,
of the Capital Requirements Regulation, reduce;
b. the principal amount of securities issued by or with the cooperation of an entity
reduce core capital or equity instruments, or these instruments deze
move in; and
c. the principal amount of the relevant uitgegeven issued by or with the cooperation of an entity
reduce capital instruments, or convert all or part of them into rights to new
to be issued common equity or instruments of ownership of that entity, of a
parent company of that entity that is itself an entity as referred to in Article 3A:2,
subparagraphs a to e, or of a bridge institution to which assets or liabilities
transferred from that entity.

2.

The Dutch bank:
a. cancels core capital instruments or instruments of ownership, if the net value of
the entity is negative according to the valuation performed pursuant to Section 3A:17(4);
or
b. convert relevant capital instruments, if the net worth of the entity is apparent from the
valuation performed pursuant to Section 3A:17(4) is positive.

3.

The Dutch Central Bank exercises the power referred to in the first paragraph
in accordance with the provisions of Articles 49 and 50 of the Recovery Directive and

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resolution of banks and investment firms.
4.

The measures referred to in the first paragraph, under b and c, are also taken at the
with regard to holders of core capital instruments and holders of instruments of ownership
whose shares or other instruments of ownership in the circumstances referred to in
Article 47, second paragraph, of the Directive on recovery and resolution of banks and
investment firms, were issued or allocated.

5.

When applied to an entity not covered by the Regulation
single resolution mechanism, Article 21, paragraph 6, paragraph 8, second
subparagraph and tenth paragraph of the Single Resolution Mechanism Regulation of
similar applications.

6.

Further rules may be laid down by order in council with
with regard to the first and second paragraph.

Article 3a:22. Issuance of core capital or equity instruments
1.

De Nederlandsche Bank may prescribe that an entity of core capital instruments or
issues instruments of ownership to the holders of the rights referred to in Article 3A:21,
first paragraph, under c, or cooperates in the issuance thereof. The
The Dutch Central Bank may attach a term to the exercise of those rights. At the
issue, no rights other than those referred to in Article 3A:21 can be exercised,
first paragraph, part c.

2.

Upon issuance of core capital instruments or instruments of ownership under the first
subsection, the conditions referred to in Article 60(3)(a) to (d) of the
Directive on recovery and resolution of banks and investment firms of
similar applications.

3.

Further rules may be laid down by order in council with
relating to the first paragraph.

Article 3a:23. Regulation on the consequences of decisions
1.

If necessary, the Dutch Central Bank regulates the consequences of the decisions based on the
Articles 3A:21 and 3A:22.

2.

At the request of the Dutch Central Bank, an authorized person or body will
about to:
a. amendment of relevant registers;
b. admission to trading on a regulated market of new
core capital or equity instruments;
c. re-admission to trading of debt instruments whose principal amount is
lowered; or
d. amendment of the articles of association in the event of a reduction in the amount of the shares.

3.

In the application of the second paragraph, under b and c, Article 3, first and second paragraph,
of the Prospectus Regulation does not apply.

Article 3a:24. Reduction of principal amount of capital instrument
In the event of a reduction of the principal amount of a relevant capital instrument pursuant to Section 3A:21,

Page 327

first member:
a. the reduction of this principal sum is permanent, subject to Article 3A:25a;
b. no claim remains for the holder of the relevant capital instrument in connection
with the portion of the principal that has been written off, with the exception of all already
claims due and claims arising from an appeal lodged in
contesting the lawfulness of the exercise of the power to write off;
and
c. holders of the relevant capital instruments are not compensated,
without prejudice to the power, referred to in Article 3A:21, first paragraph, to
convert capital instruments into rights to issue new
core capital or equity instruments.
Article 3a:25. Full or partial depreciation
1.

Without prejudice to Article 3A:25a, if the Dutch Central Bank pursuant to Article
3A:21, first paragraph, the principal or outstanding amount due of an obligation
of an entity to nil, the obligation is considered satisfied and any
obligations or claims arising therefrom and which were not due and payable on the
time when the authority was exercised.

2.

If the Dutch Central Bank pays the principal or the outstanding amount of
reduces an entity's liability, but does not reduce it to zero without prejudice to Article
3A:25a:
a. the obligation is considered to have been met in the amount of the reduced amount; and
b. the terms of the instrument or agreement concerned shall remain
on which the original obligation is based, applies to the remaining
portion of the principal or outstanding amount due of the obligation,
with the exception of any change in the amount of interest due to
reduction in the amount of the principal, and without prejudice to the
application of Article 3A:51, first and third paragraph.

Article 3a:25a. Increase reduced principal
1.

De Nederlandsche Bank may, if after application of Section 3A:21 on the basis of a
provisional valuation as referred to in Article 20, paragraph ten, of the Regulation
single resolution mechanism, from the final valuation, referred to in Article
20(1) of the Single Resolution Mechanism Regulation, it appears that with
a more limited reduction in the principal amount of an instrument of ownership or relevant
capital instrument could have been sufficient, increase the principal amount in accordance
with the final rating.

2.

If the Dutch Central Bank decides on the basis of the first paragraph to increase the
principal amount of an instrument of ownership or relevant capital instrument that they initially
had reduced to nil, Article 3A:25, from the date of entry into force of that Decree,
second paragraph, applies mutatis mutandis.

Article 3a:26. Qualified holding
1.

If the exercise of a right acquired pursuant to Article 3A:21(1) to
newly issued instruments of ownership would result in the acquisition or increase of a
qualifying holding in a bank or investment firm as referred to in
Section 3:95(1), the Dutch Central Bank will assess the application of
a declaration of no objection with due observance of the objectives referred to in

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Article 14(2) of the Single Resolution Mechanism Regulation. The
Articles 1:106b, 1:106c, 1:106d and 1:106e do not apply.

2.

If the Dutch Central Bank has not yet made a decision on the application referred to in the
first paragraph, has taken, with effect from the moment when the instruments of ownership
be issued until a decision has been made on the application:
a. the voting rights of the applicant for the declaration of no objection arising from
those instruments of ownership are suspended and this right can only be exercised by the Dutch
Bank can be exercised without being liable for it; and
b. exempt the applicant from the provisions of Articles 3:95, 3:96, 3:99, 3:103 and
3:104.

3.

If the Dutch Central Bank decides to issue a declaration of no objection,
the holder of the instruments of ownership is deemed to have the full voting rights with
relating to those instruments of ownership immediately after the decision is
announced.

4.

If the Dutch Central Bank rejects the application, the applicant waives that
instruments of ownership within a period determined by the Dutch Central Bank. It
second paragraph, under a and b, applies mutatis mutandis.

Section 3a.1.5. settlement
Article 3a:27. Application range
This section applies if a resolution to settle is taken on the basis of
Article 18 of the Single Resolution Mechanism Regulation or Articles 3A:18
and 3A:19.
§ 3a.1.5.1. The instrument of transfer of the undertaking
Article 3a:28. Instrument of transfer of undertaking
De Nederlandsche Bank may, in application of the instrument of transfer of the
undertaking, decisions to transfer to an acquirer who is not a bridge institution, of:
a. instruments of ownership issued by or with the cooperation of an entity in
settlement; and
b. assets or liabilities of an entity under resolution.
Article 3a:29. Transition conditions
1.

For the application of the instrument of transfer of undertaking, the
Nederlandsche Bank to transfer ownership instruments, assets or liabilities of the
entity under resolution subject to transition conditions under
Article 39, paragraphs 2 and 3, of the Directive on recovery and resolution of banks and
investment firms.

2.

The transfer will take place on commercial terms, which are in accordance with
with the valuation pursuant to Article 3A:17(4), Article 3A:18(5), or Article 20,
first to fifteenth paragraphs of the common regulation
settlement mechanism.

Page 329

Article 3a:30. Bankruptcy petition
If the Dutch Central Bank decides to transfer parts of the assets or liabilities of
an entity under resolution, it requests the Amsterdam District Court within a reasonable period of time to
declare bankruptcy of the entity, unless the survival of the remaining part of
the entity is necessary to achieve the resolution objectives or to comply with the principles,
referred to in Article 14 or Article 15, paragraph 1, of the Regulation
single resolution mechanism.
Article 3a:31. Transition price
Without prejudice to Article 3A:62, a transitional price to be paid by the acquirer will accrue to the
original owners.
Article 3a:32. Transition to original owners
1.

With regard to instruments of ownership, assets or liabilities, the Dutch Central Bank may
that have been transferred, decide to transfer to the original owners, if the
acquirer agrees.

2.

The transfer to the original owners will take place within the period specified
referred to in the decision to transfer and complies with the requirements set out in that decision
requirements.

Article 3a:33. Qualified holding
If a transfer of instruments of ownership would result in the acquisition or increase of a
qualifying holding in a bank or investment firm, Article 3A:26 of
similar applications.
Article 3a:34. Legal succession of acquirer in another Member State
For the purposes of Articles 2:15(1), 2:18(1) and 2:98, an acquirer
having its registered office in another Member State is considered to be the legal successor of the entity under resolution and
may continue to exercise all rights exercised by that entity in relation to
to the assets or liabilities that have been transferred.
Article 3a:35. Legal succession access rights
1.

Membership in or the right to access payment, clearing and
settlement systems, regulated markets, the investor compensation scheme or the
deposit guarantee scheme of the entity under resolution, transfers by operation of law to the
acquirer.

2.

The acquirer may exercise the rights attached to the membership or the right of access
exercise if he meets the conditions attached to it, with the exception of
the requirement to have a required credit assessment by a
credit rating agency.

3.

The Dutch Central Bank may determine that the acquirer for a maximum period of
does not have to meet the conditions for membership or access referred to in . for two years
the second member. On request, the Dutch Central Bank may decide to extend each time
at most two years.

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Article 3a:36. Cooperation with the acquirer
De Nederlandsche Bank may, if this is necessary for the application of the instrument of
transfer of business, require the transferee, the entity under resolution and the
legal entities that form a group with the entity as referred to in Article 24b of Book 2 of
the Civil Code, provide each other with information and provide assistance.
§ 3a.1.5.2. The Bridge Setting Tool
Article 3a:37. Bypass Setting Tool
1.

De Nederlandsche Bank may apply the instrument of the
bridge institution, with a view to ensuring the continuity of critical
functions of an entity under resolution, decisions to transfer to a bridge institution
from:
a. instruments of ownership issued by or with the participation of entities in
settlement; or
b. assets or liabilities of entities under resolution.

2.

When applied to an entity not covered by the Regulation
Single Resolution Mechanism, is on the total value of transferred
liabilities Article 25(3) of that regulation applies mutatis mutandis.

Article 3a:38. The Bypass Setting
1.

Rules may be laid down by or pursuant to an order in council with
with regard to the establishment and termination, the task, the financing, the establishment, the management
and the working method of a bridge institution or of a legal person whose task it is
to keep the property in a bridging institution.

2.

The Dutch Central Bank may authorize a bridging institution or legal entity as referred to in
give the first paragraph an instruction with regard to the performance of its duties.

Article 3a:39. Corresponding Application Rules
Articles 3A:26, 3A:29 to 3A:31, 3A:32, second paragraph, 3A:34 and 3A:35 are of
corresponding application to the bridge setting instrument.
Article 3a:40. Bridging Institution Permit
1.

The bridge institution has, to the extent necessary for the exercise of its
activities, by operation of law about a permit as referred to in Articles 2:11 or
2:96.

2.

At the request of the Dutch Central Bank, the European Central Bank may
or the Netherlands Authority for the Financial Markets, with a view to achieving a
or more of the Single Resolution Mechanism referred to in Article 14 of the Regulation
the resolution objectives referred to, temporarily waive one or more of the
requirements referred to in Section 2:12(1) or Section 2:99(1), respectively.

§ 3a.1.5.3. The asset or liability separation tool
Article 3a:41. Instrument of asset or liability separation

Page 331

1.

De Nederlandsche Bank may, in application of the asset separation instrumentsplitsing
or liabilities, decisions to transfer assets or liabilities of an entity under resolution or of
a bridge institution on one or more asset and liability management entities.

2.

De Nederlandsche Bank applies the instrument of asset or liability separation
only together with another resolution tool, and if:
a. the situation on the specific market for the relevant assets or liabilities is such that
liquidation of those assets in the event of bankruptcy adverse effects on financial markets
can have;
b. the transfer of assets or liabilities is necessary for the proper functioning of the
entity under resolution or the bridge institution; or
c. the transfer of assets or liabilities is necessary to recover the proceeds on liquidation
maximize.

3.

The asset and liability management entity manages the assets or liabilities in its possession
transferred for the purpose of recovering the value of the assets upon eventual sale or liquidation
maximize.

Article 3a:42. The asset and liability management entity
1.

Rules may be laid down by or pursuant to an order in council with
with regard to the establishment and termination, the task, the financing, the establishment, the management
and the practices of an asset and liability management entity or of a legal entity that
is responsible for holding ownership in an asset and liability management entity.

2.

De Nederlandsche Bank may be an asset and liability management entity or legal person
as referred to in the first paragraph, give an instruction with regard to the performance of its duties.

Article 3a:43. Corresponding Application Rules
Articles 3A:29, 3A:31 and 3A:32, second paragraph, apply mutatis mutandis to the
instrument of separation of assets or liabilities.
§ 3a.1.5.4. The bail-in tool
Article 3a:44. Instrument of bail-in
1.

In applying the bail-in instrument, the Dutch Central Bank may pay the amount of
reduce or wholly or reduce eligible liabilities of an entity under resolution
partially convert into rights to newly issued core capital instruments or
instruments of ownership of that entity, of a parent company of that entity that itself
is an entity as referred to in Article 3A:2, parts a to e, or of a
bridge institution to which assets or liabilities of that entity are transferred.

2.

The Dutch Central Bank may also apply the bail-in tool to eligible
future liabilities as referred to in the first paragraph, which have been transferred to a
bridge institution, an asset and liability management entity respectively by
application of the transfer of undertaking instrument to an acquirer who is not
bridging setting.

3.

The Dutch Central Bank exercises the powers referred to in the first and second
paragraph, in accordance with the provisions pursuant to Articles 49 and 50 of the Directive, perform recovery and
resolution of banks and investment firms.

4.

When applied to an entity not covered by the Regulation
single resolution mechanism, Article 27, first to fifth and twelfth
up to and including 15th paragraph of the Single Resolution Mechanism Regulation of
similar applications. Article 20, first, applies to the valuation of the assets and liabilities
up to and including fifteenth paragraph, of that regulation shall apply mutatis mutandis.

5.

De Nederlandsche Bank exercises the described in the first and second paragraphs
exercise powers with due observance of Article 44, twelfth paragraph, of the Restoration Directive
and resolution of banks and investment firms determined on the foregoing
involvement of the European Commission.

6.

Further rules may be laid down by order in council with
with regard to the first and second paragraph.

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Article 3a:45. Issuance of core capital or equity instruments
1.

De Nederlandsche Bank may prescribe that an entity of core capital instruments or
issues instruments of ownership to the holders of the rights obtained under the
application of Article 3A:44, first paragraph, or cooperates with the issuance
of that. The Dutch Central Bank may set a time limit for the exercise of those rights
to connect. No rights other than the rights,
referred to in Article 3A:44, first paragraph.

2.

At the time of issue pursuant to the first paragraph, the conditions referred to in Article 60, third,
subsections a to d of the Directive on recovery and resolution of banks and
investment firms apply mutatis mutandis.

3.

Further rules may be laid down by order in council with
relating to the first paragraph.

Article 3a:46. Corresponding Application Rules
Articles 3A:23 to 3A:26 shall apply mutatis mutandis to the instrument of
bail-in, on the understanding that instead of the provisions of Article 3A:24(1)(b),
no claim remains for the holder of eligible liabilities in connection with
with the portion of the principal that has been written off, excluding any
obligations or claims arising therefrom and which were due and payable at the time
on which jurisdiction was exercised and claims arising from an appeal
instituted to challenge the lawfulness of the exercise of the power to
depreciation.
Article 3a:47. Drafting a business reorganization plan
1.

After application of the bail-in tool pursuant to Article 27(1)(a) of
the Single Resolution Mechanism Regulation, submits an entity within a
present a business reorganization plan to the Dutch Central Bank every month.

2.

The business reorganization plan complies with the provisions of Article 52, fourth to
with sixth paragraph of the Directive on recovery and resolution of banks and
investment firms.

3.

If the bail-in tool, as referred to in the first paragraph, is applied to two or
more entities that are part of the same group and the EU parent institution of
that group has its registered office in the Netherlands, it submits a business reorganization plan to the
Nederlandsche Bank and the plan relates to all entities in the group. The first and

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second paragraph shall apply mutatis mutandis.
4.

The third paragraph applies mutatis mutandis if the bail-in instrument by
a resolution authority of another Member State is applied to one or more entities
having their registered office in another Member State, which are part of the same group and the EU
parent institution of that group has its registered office in the Netherlands.

5.

In exceptional circumstances and if this is necessary for
achieving the resolution objectives referred to in Article 14 of the Regulation
single resolution mechanism, extend the period referred to in paragraph 1
with a maximum of one month.

Article 3a:48. Business restructuring plan assessment
1.

De Nederlandsche Bank shall notify the entity under resolution within one month of
the assessment of the business reorganization plan, without prejudice to Article 27, sixteenth paragraph, of the
Single Resolution Mechanism Regulation.

2.

De Nederlandsche Bank approves the business reorganization plan if the implementation of
the business reorganization plan will restore the entity's long-term viability.

3.

If the Dutch Central Bank does not approve the business reorganization plan, it will demand that it
plan is changed. The entity submits an amended business reorganization plan within two weeks
for approval.

4.

The Dutch Central Bank will inform the entity within a week whether it has accepted the amended
plan, or whether further changes are required.

5.

If the business reorganization plan is approved, the entity implements the plan and
entity notifies the Dutch Central Bank about the implementation at least every six months.

6.

De Nederlandsche Bank may request the entity to amend the business reorganization plan
and submit it for approval. The third and fourth paragraphs are of corresponding
application.

§ 3a.1.5.5. Special powers
Article 3a:49. Takeover of control and special director
1.

De Nederlandsche Bank may appoint a special director of an entity under resolution
appoint or take control of an entity under resolution.

2.

The special director or the Dutch Central Bank, respectively, is sued
and powers of the bodies of the entity under resolution and its shareholders or
members. The special director may deviate from statutory regulations or statutory regulations
provisions arising from the obligations of the board.

3.

Articles 1:76, fifth, sixth and eighth paragraphs and 1:76a, second and third paragraphs, are of
similar applications.

4.

An administrative appeal may be lodged against a decision of a special director
established at the Dutch Central Bank.

Article 3a:50. Conversion legal form

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1.

2.

De Nederlandsche Bank may, if this is necessary for the application of the
authority to write down or convert capital instruments, referred to in Article 3A:21,
first paragraph, or the application of the bail-in tool, by decision the legal form of the
concerned entity.
Article 3A:23 applies mutatis mutandis.

Article 3a:51. Termination or amendment of agreement
1.

De Nederlandsche Bank may enter into an agreement to which the entity under resolution is party,
terminate or change, as well as substitute the transferee for the entity under resolution
as a party to an agreement.

2.

For the purposes of the first paragraph, an agreement is also understood to mean: assets
as referred to in Article 63(1)(j) of the Directive on recovery and settlement of
banks and investment firms, excluding secured liabilities
as referred to in Article 44, second paragraph, of that Directive.

3.

When applying a resolution measure, the Dutch Central Bank may determine
that instruments of ownership, assets or liabilities are free of any encumbrance or liability of
pass.

Article 3a:52. Suspension of payment or delivery obligation
1.

The Dutch Central Bank may have a payment obligation or delivery obligation pursuant to
suspend an agreement to which an entity under resolution is party from the time of
the announcement of the decision to suspend until midnight Dutch time at the end
of the business day following that announcement.

2.

If an agreement applicable to the entity under resolution
payment obligation or delivery obligation is suspended in accordance with the first paragraph,
also the counterparty of the entity under resolution under that agreement
applicable payment obligations and delivery obligations for the same period
suspended.

3.

If during the period of suspension it is necessary to implement a
payment obligation or delivery obligation, the payment or delivery is immediately after the
expiration of that period.

4.

The first paragraph does not apply to payment obligations or delivery obligations:
a. pursuant to an agreement pursuant to which a depositor has an eligibility
upcoming deposit as referred to in Article 2(1)(4) of the Directive
deposit guarantee schemes, holds with a bank;
b. which have already resulted in a system or system operator referred to in
Article 212a, part b, or part q, respectively, of the Bankruptcy Act, a
transfer order issued to a central counterparty or a central bank,
settlement order or any payment ensuing from such order,
delivery, settlement or other legal act necessary to complete the assignment
or to rights and obligations for the entity under resolution as
a participant as a result of or in connection with his participation in the system;
c. pursuant to an agreement under which persons in connection with the transaction de
of an investment service, or a service as listed in Annex I, Part B, under 1, of the
directive on markets in financial instruments, money or financial instruments to a
bank or investment institution, insofar as these obligations are

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guaranteed by an investor compensation scheme.
Article 3a:53. Limitation of creditors' rights
1.

The Dutch Central Bank may exercise the powers of the entity's creditors
settlement for recovery of property belonging to the entity under resolution, or until
requisition of property under the control of the entity under resolution or a third party
are limited to 00.00 Dutch time at the end of the working day following volgend
the publication of the decision to that effect.

2.

The Dutch Central Bank does not exercise the power referred to in the first paragraph with
relating to a security interest established for the benefit of a system or
system operator as referred to in Article 212a, part b, or part q, respectively,
of the Bankruptcy Act, central counterparties and central banks, in relation to assets
that the entity under resolution has committed or delivered by way of margin call.

Article 3a:54. Suspension of authority to terminate agreement
1.

The Dutch Central Bank may exercise the authority belonging to a third party to
suspend termination of an agreement with the entity under resolution, to the extent that
entity continues to meet its obligations arising from the clauses in
the agreement relating to the core of the services, as well as to the provision of
certainties.

2.

The Dutch Central Bank may decide to suspend a
belonging authority to terminate an agreement with a
subsidiary of the entity under resolution if:
the obligations under the arrangement are borne by the entity under resolution
guaranteed or otherwise guaranteed;
b. the termination rights under the agreement are based solely on the
insolvency or financial position of the entity under resolution; and
c. with respect to the entity under resolution, a decision has been or can be made to
transfer of ownership instruments, assets or liabilities and:
i.
any assets or liabilities of the subsidiary in connection with that
are or may be transferred to the acquirer and are or may be by him
be obtained; or
ii.
the Dutch Central Bank offers appropriate protection for
such obligations.

3.

The suspension, referred to in the first and second paragraphs, takes effect from the time of the
announcement of the decision until 00.00 hours Dutch time at the end of the working day
following the publication or the time respectively of the Member State where the
subsidiary is established.

4.

The suspension does not work against any system or system operator as intended
in Article 212a, part b, or part q, respectively, of the Bankruptcy Act,
central counterparties and central banks.

5.

After the expiry of the suspension period referred to in the third paragraph, the
termination rights in accordance with the terms of that agreement are as follows
exerted:
a. if the rights and obligations covered by the agreement are on another
entity, a counterparty may only exercise the termination rights

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exercise if a ground for enforcement continues to arise on the part of the acquirer
or occurs later;
b. if the rights and obligations covered by the agreement are not covered by the
application of a resolution tool, a counterparty may exercise the termination rights
exercise.
Article 3a:55. Non-compliance with agreement
A suspension or limitation under Articles 3A:52 to 3A:54 shall not be
considered a breach of an agreement.
Article 3a:56. Intervening in trading in financial instruments
At the request of the Dutch Central Bank, the Netherlands Authority for the Financial Markets adjusts its
powers under Sections 1:77d and 1:77e to:
a. the trading of financial securities issued by or with the cooperation of the entity under resolution
suspend or interrupt instruments; or
b. that exclude financial instruments from trading.
§ 3a.1.5.6. Consequences of settlement
Article 3a:57. Exclusion of contractual terms
Article 1:76b applies mutatis mutandis to the exercise of a power on
under this Chapter or the Single Resolution Mechanism Regulation, a
decision of a resolution authority of another Member State or a third country, which is recognized
pursuant to Articles 3A:4 or 3A:5 respectively, or an event directly related thereto
related.
Article 3a:58. Exclusion voidability
Legal acts related to the transfer of instruments of ownership, assets or liabilities
pursuant to the application of a resolution action, are not voidable under
Article 45 of Book 3 of the Dutch Civil Code or Articles 42 and 47 of the
Bankruptcy Act.
§ 3a.1.5.7. guarantees
Article 3a:59. Transfer order protection
1.

The following decrees leave the rules and operation of a system or
system operator as referred to in Article 212a, part b, or part q, respectively,
of the Bankruptcy Act, without prejudice to:
a. a decision to transfer a portion of an entity's assets or liabilities in
resolution, a bridge institution or asset and liability management entity; or
b. a decision pursuant to Section 3A:51(1) to terminate an agreement of which a
of the parties, to terminate or change the entity under resolution, or to
substitute for the entity under resolution as a party to a
agreement.

2.

A decision as referred to in the first paragraph, under a and b, allows a
transfer order, insofar as the execution of that decision would be incompatible
with the provisions of Article 5 of Directive 98/26/EC of the European Parliament and of the Council

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of 19 May 1998 on the finality of settlement of payments and
securities transactions in payment and settlement systems (PbEG 1998, L 166). Nor can
thereby modifying or nullifying the enforceability of any
transfer order or netting in accordance with Articles 3 and 5 of that Directive, of
the use of funds, securities or credit facilities in accordance with Article 4 thereof
Directive or of the protection of collateral in accordance with Article 9 thereof van
directive.
Article 3a:60. Protection rights under contract
The rights arising from financial collateral arrangements, registered secured
bonds, structured financing arrangements, netting agreements,
netting agreements and security arrangements, are not affected by decisions such as
referred to in Article 3A:59, first paragraph, under a and b.
Article 3a:61. Special restrictions
1.

If the Dutch Central Bank takes a decision to transfer assets or liabilities or
a decision as referred to in Section 3A:59(1)(b) serves that decision with regard to
of a financial collateral arrangement, netting agreement,
netting agreement, or an agreement with such agreement
connected, not to:
a. transfer of only part of the assets or liabilities covered by the agreement
fall;
b. modification or termination of any rights or obligations protected by the
agreement; or
c. substituting the acquirer as a party to the agreement.

2.

If the Dutch Central Bank takes a decision as referred to in the first paragraph, that
decides in respect of a security arrangement, whether the assets or liabilities under a
security scheme, not to:
a. transfer of assets against which the obligation is secured, unless it is also decided to
transfer of the obligation and the benefit of the security;
b. transfer of a secured obligation, unless it is also decided to transfer the
benefit of the security;
c. transfer of the benefit of the security, unless it is also decided to transfer from
the covered obligation; or
d. amendment or termination of the security arrangement, if as a result of that amendment the
liabilities would no longer be covered.

3.

If the Dutch Central Bank takes a decision as referred to in the first paragraph, that
decides on the joint transfer of the assets or liabilities that constitute a structured
financing arrangement or part thereof, or registered covered bonds.

4.

For the purposes of paragraphs 1, 2 and 3, assets or liabilities
including transactions, ancillary rights to be exercised against the entity under resolution,
as well as rights of security vested in the agreement to the entity
assets under settlement or belonging to third parties, other security rights and liens in
those assets.

5.

Notwithstanding the first, second and third paragraph, the Dutch Central Bank, if
necessary to ensure the availability of guaranteed deposits covered by a
agreement, referred to in the first paragraph, preamble, a security arrangement, a structured

Page 338

financing arrangement or part thereof, or registered covered bonds, certainly
to decide, to:
a. transfer of guaranteed deposits without deciding to transfer other
assets or liabilities covered by the same agreement or arrangement; or
b. transfer, modification or termination of assets or liabilities, without deciding to transfer
of guaranteed deposits covered by the same agreement or arrangement.
6.

A transfer, termination or change in violation of the first, second or third paragraph is not
void or voidable.

§ 3a.1.5.8. Other provisions
Article 3a:62. Claim settlement costs
1.

The Dutch Central Bank may charge costs associated with taking a
resolution action have been made:
a. deduct from the fees that an acquirer for
pays instruments of ownership, assets or liabilities to the original owners;
b. recovering from the entity under resolution; or
c. recovering from the proceeds arising from the termination of the functioning of
a bridge institution or an asset and liability management entity.

2.

If the Dutch Central Bank recovers the costs in accordance with the first paragraph,
under b or c, its claim is favored in the same way as the claims referred to in
Article 288 of Book 3 of the Dutch Civil Code.

3.

The first and second paragraphs apply mutatis mutandis to costs incurred by a
acquirer in connection with a reduction or conversion as referred to in Article 3A:21, first
paragraph, or a transfer as referred to in Articles 3A:28, 3A:37 and 3A:41, first paragraph, are
made in respect of certain instruments of ownership, assets or liabilities, in connection
with the fact that they are located in a State which is not a Member State or is governed by the
law of a state that is not a Member State.

Article 3a:63. Processing personal data
Rules may be laid down by order in council regarding the
processing personal data. In that measure it may be stipulated that the
processing of personal data the citizen service number can be used.
Section 3a.1.6. Legal protection
Article 3a:64. Special procedural rules
1.

Notwithstanding Article 6:7 of the General Administrative Law Act, the term for
submitting a notice of appeal against a decision of the Dutch Central Bank on the grounds of
of Articles 3A:17 to 3A:19 or 16, 18 and 21 of the Regulation
single resolution mechanism, ten days.

2.

Notwithstanding Section 6:6 of the General Administrative Law Act, the appeal is not
admissible if Section 6:5(1)(d) of that Act is not complied with.

3.

After the expiry of the term for lodging an appeal, no grounds for appeal may be lodged

Page 339

more to be supplied.
4.

Notwithstanding Section 8:41(5) of the General Administrative Law Act, the
term within which the crediting or payment of the due court fee must be made
to be found, two weeks.

5.

The administrative court hears the case in an accelerated manner in accordance with Article 8:52,
second paragraph, parts b to f, and third paragraph, of the General Administrative Law Act.
Section 8.2.4 of that law does not apply.

6.

The administrative court shall render its decision no later than the fourteenth day after the notice of appeal
is received. If pursuant to Article 8:14, first paragraph, of the General Act
administrative law two or more cases are dealt with together, the administrative court
decision no later than the fourteenth day after receipt of the last notice of appeal received.

Article 3a:65. legal presumption
When assessing a request for a preliminary injunction as referred to in
Article 8:81 of the General Administrative Law Act, with regard to a decision pursuant to this
chapter, with the exception of Section 3A.1.2, the preliminary relief judge assumes the
legal presumption that suspension of the implementation of the decision is against the public interest
contrary.
Article 3a:66. Enactment of legal consequences
If an appeal is lodged against a decision pursuant to this chapter, the administrative court shall
exception of Section 3A.1.2, is declared valid, application of Article 8:72, third paragraph,
part a, of the General Administrative Law Act, if this is necessary to protect
the interests of third parties acting in good faith who, pursuant to the decision,
have any instruments of ownership, assets, rights or liabilities of the entity under resolution
obtained.
Article 3a:67. Applicable law
The grounds on which an appeal is made against the application of a
resolution action corresponding decision of a resolution authority of another
Member State shall be governed by the law of the Member State of the resolution authority which
resolution action.
Section 3a.1.7. Financing Settlement
§ 3a.1.7.1. The Dutch Resolution Fund
Article 3a:68. resolution fund
1.

There is a Resolution Fund whose task is to manage financial resources for the
financing resolution actions in respect of:
a. entities that do not fall within the scope of the Common Regulation
settlement mechanism;
b. branches of banks or investment firms having their registered office in a State which is not
Member State.

2.

The Resolution Fund has legal personality and is established in Amsterdam.

Page 340

3.

The Resolution Fund is represented by a board consisting of three
members, including the chairman. Appointment, suspension and dismissal of members takes place
by the Dutch Central Bank.

4.

De Nederlandsche Bank supports the Afsluitfonds in the exercise of its
task and provides the financial resources required for the performance of that task.

5.

Further rules shall be laid down by or pursuant to an order in council with
relating to the performance of its duties by the Resolution Fund, the management of the fund and the
accountability by the fund.

Article 3a:69. Use of financial resources
1.

2.

De Nederlandsche Bank decides on the use of financial resources from the
resolution fund.
The financial resources can be used for the following purposes:
a. the implementation of the measures referred to in Article 101 of the Recovery Directive and
resolution of banks and investment firms; or
b. contributing to the financing of a group resolution, including guaranteeing
of loans contracted by group financing arrangements in accordance with
Article 107, seventh paragraph, of the Directive on recovery and resolution of banks and
loans entered into by investment firms.

3.

The Dutch Central Bank may decide that the financial resources will also be used
when applying the instrument of sale of the company, the in the second paragraph,
to take the measures referred to under a, with regard to the acquirer.

4.

The financial resources are not used to directly offset the losses of an entity
to absorb or recapitalize an entity.

Article 3a:70. Settlement contribution
1.

If, subject to the application of Article 27(5) of the Regulation, vijfde
single resolution mechanism, eligible liabilities of the
application of the tool may be excluded from bail-in, by way of derogation from
Article 3A:69, fourth paragraph, the resources from the Resolution Fund are used for the
settlement.

2.

Article 27, sixth to tenth paragraphs, of the common regulation
settlement mechanism applies mutatis mutandis.

Article 3a:71. Periodic contributions
1.

Contributions to the Resolution Fund may be made at least once a year
be levied from:
a. investment firms not covered by the Regulation
single resolution mechanism;
b. banks having their registered office in a non-Member State and conducting their business from an in
Netherlands branch office; and
c. investment firms domiciled in a non-Member State and their business
from a branch office located in the Netherlands.

Page 341

2.

The Dutch Central Bank sets the amounts of the contributions referred to in the first paragraph
fixed, which are paid within a term set by the Dutch Central Bank.

3.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the first and second paragraph.

Article 3a:72. Extraordinary Contributions
1.

If the available financial resources within the Resolution Fund are insufficient
extraordinary contributions may be made to obtain the necessary financial resources
be charged. Article 3A:71 applies mutatis mutandis.

2.

Further rules shall be laid down by or pursuant to an order in council with
relating to the first paragraph.

Article 3a:73. Settlement revenue
The proceeds from the application of a resolution action against an entity or
branch as referred to in Article 3A:68(1), without prejudice to Articles 3A:31,
3A:39, 3A:43 and 3A:62, to the Resolution Fund.
Article 3a:74. Loans
1.

The Resolution Fund may, if the financial resources of the Resolution Fund
are insufficient and the extraordinary contributions, referred to in Article 3A:72, are not immediately
are available or not sufficient:
a. enter into agreements to obtain financial resources from third parties; or,
b. with due observance of Article 106, paragraphs 4 and 5, of the Recovery Directive and
resolution of banks and investment firms, enter into an agreement to
obtaining a loan from financing arrangements as referred to in Article 100, first paragraph,
of that Directive, in other Member States.

2.

The Resolution Fund may, with due observance of Article 106, paragraphs 4 and 5 of the
Directive on the recovery and resolution of banks and investment firms, an agreement
to lend financial resources from the Resolution Fund to
financing arrangements as referred to in Article 100, first paragraph, of that Directive in other
member states.

3.

The Resolution Fund enters into an agreement as referred to in the second paragraph
agreement with Our Minister.

4.

Further rules may be laid down by or pursuant to an order in council
with regard to the first and second paragraph.

Article 3a:75. Group resolution financing groeps
1.

When resolving a group not covered by the Regulation
single resolution mechanism and of which an entity domiciled in the Netherlands
part, the Resolution Fund contributes to the financing of the group resolution.

2.

If the Dutch Central Bank is a group resolution authority, it proposes, for the
application of the first paragraph, with due observance of Article 107 of the Recovery Directive and
resolution of banks and investment firms draw up a group financing plan.

Page 342

Article 3A:9, second paragraph, applies mutatis mutandis.
3.

If the Dutch Central Bank is a group resolution authority, it will allocate proceeds from
the group resolution to financing arrangements as referred to in Article 100, first paragraph,
of that Directive in other Member States and to the Resolution Fund in proportion to their contributions
to the financing of the settlement.

4.

The Resolution Fund may, for the purpose of financing the resolution of a
group as referred to in the first paragraph enter into agreements to obtain financial
resources from third parties.

5.

The Resolution Fund may issue a guarantee in respect of loans entered into
by a group financing arrangement to which the Resolution Fund contributes.

§ 3a.1.7.2. Contributions to the Single Resolution Fund
Article 3a:76. Contribution collection
1.

De Nederlandsche Bank collects, pursuant to Articles 67, 70 and 71 of the
Single Resolution Mechanism Regulation, the resolution by the Board
defined contributions to the Single Resolution Fund referred to in Article 67
of that Regulation, of entities having their registered office in the Netherlands.

2.

Title 4.4 of the General Administrative Law Act applies mutatis mutandis.

Chapter 3a.2. Settlement of insurers
Section 3a.2.1. General provisions
Article 3a:77. Definitions
In this chapter and the provisions based on it:
resolution tool
a.
the bail-in tool referred to in Section 3A:93;
b.
the instrument of transfer of the undertaking, referred to in Article 3A:104;
c.
the instrument of the bridge institution, as referred to in Section 3A:112; and
d.
the instrument of division of assets and liabilities, referred to in Article 3A:117;
resolution action: applying a resolution tool or exercising
of a power under Chapter 3A.2;
instruments of ownership: shares, rights to shares, depositary receipts for shares,
other units or share capital, membership rights orrechten
similar rights, claims, options, conversion rights or similar
rights which, upon exercise, can be converted into or give rise to the acquisition
of shares or comparable rights giving entitlement to the capital or
the assets of the relevant entity;
transfer financial collateral arrangement: a
transfer financial collateral arrangement as referred to in Article 51(b),
of Book 7 of the Civil Code;
structured finance arrangement : an arrangement, including securitisations and
instruments for hedging purposes, which is an integral part of the cover pool and
is covered in the same way as covered bonds under applicable law, and which the
provision and holding of collateral by a party to the scheme, a trustee,
agent or authorized representative;
group: guideline group of which an insurer as referred to in Article 3A:78, part a,

Page 343

is part.
eligible liabilities: liabilities of an entity as referred to in Article 3A:78,
that are not an instrument of ownership and that are not pursuant to Section 3A:94(1) of
application of the bail-in tool are excluded;
netting agreement : an agreement in which a number of claims or
liabilities can be converted into a single net asset, including
early termination set-off agreements where, when a
enforceability, however or wherever defined, the obligations of the
parties are expedited so that they are immediately due or terminated,
and in any event be converted into or become into a single net claim
replaced, including early termination netting clauses, if
referred to in Article 2(1)(n)(i) of the Directive,
financial collateral arrangements, and netting as referred to in Article 2,
part k, of the directive 98/26/EC of the European Parliament and the Council of 19
May 1998 on the finality of settlement of payments and
securities transactions in payment and settlement systems (PbEG 1998, L 166);
debt instruments: bonds and other forms of transferable debt,
instruments creating or acknowledging a debt and instruments giving entitlement to the
acquiring debt instruments;
settlement agreement: a settlement agreement on the basis of which two or
more receivables or liabilities between the entity under resolution and a counterparty with
can be offset against each other;
security arrangements: security arrangements whereby a person, by way of security,
has an actual or contingent interest in the assets to be transferred, regardless of whether
that interest by individualized goods or by a security on a
generality of goods or similar arrangement is covered.
Article 3a:78. Scope
This chapter applies to the following entities, having their registered office in the Netherlands, unless otherwise stated
determined:
a. insurers that are supervised by the Dutch Central Bank;
b. insurance holding companies that are part of a group;
c. mixed insurance holding companies that are part of a group;
d. mixed financial holding companies that are part of a group;
e. other undertakings belonging to a group, to the extent that they provide services
that are critical to the day-to-day business of activiteiten
insurers; as well as,
f. branches in the Netherlands of insurers having their registered office in a state that does not
Member State, not being insurers with a limited scope of risk.
Article 3a:79. Relationship to applicable law
This Chapter applies to entities referred to in Section 3A:78, regardless of the law that
applies to:
a. the entity's assets or liabilities;
b. financial instruments issued by or with the cooperation of the entity; and
c. agreements to which the entity is bound.
Article 3a:80. Application of resolution decisions
1.

A decision pursuant to this chapter as well as its preparation and implementation, with
exception of Section 3A.2.2, is not subject to any consent requirement, with

Page 344

exception of the requirement of consent of the transferee upon transfer of
instruments of ownership, assets or liabilities.
2.

A decision pursuant to this chapter as well as its preparation and implementation, with
exception of Section 3A.2.2, is not subject to any notice requirement or
procedural regulation pursuant to company law or financial supervisory law.

3.

A decision to apply a resolution tool or to convert the
legal form of the entity under resolution, as well as the preparation and execution of that
resolution, is not subject to any other restriction by law, statute or
agreement.

4.

A decision to apply a resolution tool shall specify the time when
it comes into effect. The relevant instruments of ownership, assets or liabilities are transferred
at this time, unless otherwise provided in the decision.

Section 3a.2.2. Settlement Preparation
Article 3a:81. resolution plan
1.

De Nederlandsche Bank adopts a resolution plan for an insurer, not being
an insurer with a limited scope of risk, which is not part of a group or for
a group.

2.

The resolution plan describes options for the application of the in this chapter
the aforementioned settlement instruments if the Dutch Central Bank decides to settle.

3.

De Nederlandsche Bank periodically evaluates the resolution plan and, after each
material change in the legal or organizational structure, business activities or
financial position of the insurer or the group.

4.

The insurer or entity in the group as referred to in Article 3A:78, under b, c or d,
informs the Dutch Central Bank without delay of all changes to that
insurer or entity that may give rise to an evaluation of the
resolution plan as referred to in the third paragraph.

5.

De Nederlandsche Bank may refrain from drawing up a plan if it considers
is that the resolvability of the insurer or of the group is adequately guaranteed.

6.

Further rules shall be laid down by or pursuant to an order in council with
relating to paragraphs 1 to 4.

Article 3a:82. Resolvability assessment
1.

When drawing up a resolution plan, the Dutch Central Bank assesses the extent to which
in which the insurer or group concerned is resolvable and, in so far as
present, identify the material impediments to resolvability.

2.

The insurer or group is deemed to be resolvable if De Nederlandsche Bank
by applying resolution tools to the insurer or group a
achieve the resolution objective referred to in Section 3A:84, or that it is feasible
and it is credible that the insurer, whether or not together with other parts of the
group in bankruptcy can be liquidated.

3.

Further rules shall be laid down by or pursuant to an order in council with

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relating to the first paragraph.
Article 3a:83. Resolvability measures
1.

If the Dutch Central Bank, in the assessment referred to in Section 3A:82(1),
determines that there are material impediments to the resolvability of the insurer or
group exist, it shall notify the insurer concerned or the entity referred to
in Article 3A:81.

2.

The insurer or entity shall, within four months of notification to the
Nederlandsche Bank is proposing measures to remove the obstacles.

3.

If the Dutch Central Bank is of the opinion that the proposed measures
remove obstacles to a sufficient extent, it establishes them. the Dutch bank
may attach a time limit to the implementation of the proposed measures.

4.

If the Dutch Central Bank is of the opinion that the proposed measures
do not sufficiently remove obstacles, the Dutch Central Bank gives the
insurer or the entity referred to in Article 3A:81 an instruction in which they carry out
prescribe alternative measures to remove the barriers.

5.

Measures referred to in the fourth paragraph may extend to:
a. review or establish financing arrangements;
b. limiting individual and aggregate exposures;
c. transferring certain assets;
d. discontinuing or limiting certain existing or proposed business activities;
e. ceasing or limiting the development of new or existing business units or
the sale of new or existing products;
f. change the legal or operational structure;
g. ensure the continuity of critical business units;
h. setting up a mixed financial holding company; or,
i. if the insurer is a subsidiary of a mixed financial holding company
or mixed insurance holding company, setting up a separate insurance holding company to
exercise control over the insurer.

Section 3a.2.3. Resolution decision
Article 3a:84. Resolution objectives
De Nederlandsche Bank applies resolution measures with due observance of the following
targets:
a. protection of the interests of persons entitled to claims under direct
insurance;
b. the prevention of major social consequences;
c. the prevention of significant adverse effects on the financial markets or the
economy; or,
d. preventing the use of financial resources to be provided by the government.
Article 3a:85. Resolution decision
1.

De Nederlandsche Bank decides to wind up an insurer if
met the following conditions:

Page 346

a. the insurer fails or is likely to fail;
b. it cannot reasonably be expected that with regard to the insurer
alternative measures within a foreseeable time frame would prevent the failure;
and
c. settlement is in the public interest.
2.

An insurer is deemed to fail or likely to fail if:
a. the insurer infringes the statutory requirements in such a way, the
licensing requirements or the conditions attached to the license, whether there are objective
There are indications that the insurer will in the near future
will infringe it in such a way that withdrawal of the license
is justified;
b. the value of the insurer's assets is less than the value of its liabilities,
whether there is objective evidence that the insurer's assets will be in the foreseeable future
will be less than its liabilities;
c. the insurer is unable to determine whether there are objective indications that
the insurer will not be able to service its debts or other liabilities in the near future
to be paid when they become due; or
d. to be provided by the government for the continued existence of the insurer
support is necessary.

3.

Settlement is in the public interest if this is necessary to fulfill the obligations referred to in Article 3A:84,
part a, together with part b, c or d, or the mentioned in parts b, c or d,
objectives and do not achieve those objectives to the same extent
would be incurred if the insurer were liquidated in bankruptcy.

Article 3a:86. Group resolution
1.

De Nederlandsche Bank decides to wind up a group if the insurer
and the parent company of the insurer are met the conditions referred to,
in Article 3A:85, first paragraph.

2.

De Nederlandsche Bank may also resolve to wind up the group if the
insurer in a group meets the conditions referred to in 3A:85, first paragraph, and the
failure of that insurer poses a threat to another insurer in the group or
the group as a whole, while the parent company does not comply with thoseonderneming
requirements.

Article 3a:87. Settlement of third country branches
The Dutch Central Bank may decide to wind up a branch in the Netherlands of a
insurer having its registered office in a non-Member State, if that branch or the
insurer meets the conditions referred to in Article 3A:85, first paragraph, and:
a. the branch office or insurer does not or is unlikely to comply with
prudential requirements pursuant to this Act and there are no indications that there are at least
with regard to that insurer within a foreseeable period with settlement
comparable proceedings or insolvency proceedings will be opened; or
b. the competent authority of the State of the insurer's registered office in respect of the
insurer has opened a procedure comparable to settlement or the
Nederlandsche Bank of its intention to make such
open procedure.

Page 347

Article 3a:88. No greater losses than in bankruptcy
1.

If the Dutch Central Bank takes a decision as referred to in Articles 3A:85,
first paragraph, 3A:86, or 3A:87, the holders of instruments of ownership or the creditors suffer
whose receivables have been written off or converted, no greater losses than they would
suffered if the entity went into bankruptcy immediately prior to that resolution
have been liquidated.

2.

If the Dutch Central Bank to implement a decision as referred to in the first paragraph
decides to transfer portions of the assets or liabilities of the entity under resolution,
the holders of instruments of ownership and the creditors whose claims . receive
have not transferred, without prejudice to paragraph 1, to settle their claims at the
at least as much as they would have received if the entity under resolution immediately
would have been liquidated prior to the transition into bankruptcy.

Article 3a:89. Ex ante appreciation
1.

Before taking a decision as referred to in Articles 3A:85, 3A:86 or 3A:87,
the Dutch Central Bank ensures that an independent person carries out a valuation
of the entity's assets and liabilities.

2.

If a valuation as referred to in the first paragraph is not possible in time, the
Nederlandsche Bank a preliminary valuation of the entity's assets and liabilities
perform.

3.

If the second paragraph is applied, it will be decided as soon as possible
a valuation carried out by an independent person.

4.

The purpose of a valuation as referred to in the first or second paragraph is:
a. serve as a basis for determining whether the conditions for . have been met
settlement, as referred to in Article 3A:85, first paragraph, or 3A:86;
b. if the conditions for settlement are met, serve as the basis for the
decides to apply one or more resolution tools;
c. in all cases to ensure that any loss in respect of the assets of a
entity is fully identified at the time the resolution tools are
applied.

5.

In the valuation, the order of the claims in which they are filed in bankruptcy is
the estate would be recovered, as well as an estimate of the
distribution that could be made on claims after verification if the entity in
bankruptcy would have been liquidated.

6.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the valuation, referred to in the first and second paragraph and the estimate, referred to
in the fifth paragraph.

Article 3a:90. Periodic revaluation
De Nederlandsche Bank ensures that the valuation referred to in Section 3A:89, first
member, is periodically reviewed.
Article 3a:91. Ex Post Appreciation
1.

After the Dutch Central Bank has issued a decision as referred to in Article 3A:85, 3A:86 or 3A:87

Page 348

has taken, it shall ensure as soon as possible that an independent
person a valuation is performed in order to verify whether the conditions referred to
in Article 3A:88, first and second paragraphs have been met.
2.

The valuation determines:
a. what loss would the holders of title instruments and creditors incur
suffered, if the entity concerned immediately prior to that decision
bankruptcy would have been liquidated;
b. The actual loss incurred by asset holders and creditors
suffered as a direct and necessary consequence of the application of the
resolution tool; and
c. whether there is a difference between the losses referred to in subparagraphs a and b.

3.

In the valuation, the value of the assets is reduced by government
provided financial support.

4.

If the valuation shows that a holder of instruments of ownership or creditor
has incurred greater losses than it would have suffered in bankruptcy, the
Nederlandsche Bank grants a compensation amounting to the difference at the expense of the
financing arrangement, referred to in Article 3A:138.

5.

Further rules may be laid down by or pursuant to an order in council
with regard to the calculation of the losses, referred to in the second paragraph.

Section 3a.2.4. settlement
Article 3a:92. Application range
This section applies if a resolution to settle is taken on the basis of
Articles 3A:85, 3A:86 or 3A:87.
§ 3a.2.4.1. The bail-in tool
Article 3a:93. Instrument of bail-in
1.

When applying the bail-in instrument, the Dutch Central Bank can:
a. the amount of funds issued by or with the cooperation of an entity
reduce or revoke instruments of ownership;
b. the amount of eligible liabilities of an entity under resolution
reduce or convert in whole or in part into rights to republish
instruments of ownership of that entity, of a parent of that entity that
is itself an entity as referred to in Article 3A:78, under a, b and c, or of a
bridge institution to which assets or liabilities of that entity are transferred.

2.

De Nederlandsche Bank can also apply the bail-in tool to in
eligible liabilities transferred to a bridge institution, an entity
for asset and liability management or by applying the instrument of transfer of the
undertaking, to an acquirer that is not a bridge institution.

Article 3a:94. Exclusion from bail-in
1.

De Nederlandsche Bank does not apply the bail-in tool to the following

Page 349

obligations:
a. collateralised liabilities, provided that the bail-in . tool
may be applied to the portion of the secured obligation that the
exceeds the value of the security interest;
b. any liability that arises because the entity has assets or balances of customers
persists;
c. obligations to banks, with the exception of entities belonging to the same
group, with an original maturity of less than seven days;
d. liabilities with a residual maturity of less than seven days towards systems
or operators of systems designated in accordance with Directive 98/26/EC of
the European Parliament and of the Council of 19 May 1998 on finality
of the settlement of payments and securities transactions in payment and
settlement systems (PbEG 1998, L 166) or their participants who withdraw from the participation in
result from such a system;
e. obligations to employees, relating to their wages, pension benefits or
other fixed allowances, with the exception of those not covered by collective
contract-regulated variable component of the remuneration, unless the
employee is entitled to benefits pursuant to Article 61 of the Unemployment Insurance Act;
f. liabilities arising from the supply of goods or services to the entity
that are critical to its day-to-day business operations; and,
g. obligations under a health insurance as referred to in Article 1, under d,
of the Health Insurance Act.
2.

In exceptional circumstances, the Dutch Central Bank may decide to cancel the instrument
of bail-in not to apply in whole or in part to liabilities if:
a. the bail-in tool cannot be bailed in on the liabilities within a reasonable period of time
are applied;
b. the exclusion is necessary to prevent major social consequences or
significant adverse effects on financial markets or the economy;
c. the exclusion is necessary to enable the entity under resolution to
to continue core activities; or
d. the application of the bail-in tool would lead to greater losses for the
creditors other than in the event of an exclusion of the obligations of the instrument of
bail in.

Article 3a:95. Ranking of claims in bail-in
1.

Without prejudice to Article 3A:94, the Dutch Central Bank applies the bail-in instrument
on claims in the reverse order of the order in which these claims in
bankruptcy would be recovered from the estate.

2.

A liability issued by a subsidiary is not to a greater extent
written off or converted on less favorable terms than those under which the liabilities of the
parent company of the same rank have been written off or converted.

Article 3a:96. Issuance of Instruments of Ownership
The Dutch Central Bank may require an entity to issue instruments of ownership to
the holders of the rights acquired pursuant to the application of Article 3A:93(1), then,
does cooperate with the issuance thereof. The Dutch Central Bank can
exercise of those rights a time limit. No other rights may be granted at the time of issue
are exercised other than the rights referred to in Section 3A:93, subsection 1.

Page 350

Article 3a:97. Rate for conversion of liabilities into instruments of ownership
1.

The Dutch Central Bank may, in accordance with the provisions of subsections 2 and 3,
apply different conversion rates to different categories of liabilities if
referred to in Article 3A:93, first paragraph, under b.

2.

A conversion rate offers the relevant creditor an appropriate compensation for the
loss incurred as a result of the application of the bail-in tool.

3.

If different conversion rates are applied, the conversion rate is that of
applies to claims that would rank higher on the estate in bankruptcy
be recovered higher than the conversion rate applied to receivables with a
lower rank.

Article 3a:98. Regulation on the consequences of decisions
1.

If necessary, the Dutch Central Bank regulates the consequences of the decisions based on the
Articles 3A:93 and 3A:96.

2.

At the request of the Dutch Central Bank, an authorized person or body will
about to:
a. amendment of relevant registers;
b. admission to trading on a regulated market of new
instruments of ownership;
c. re-admission to trading of debt instruments whose principal amount is
lowered; or
d. amendment of the articles of association in the event of a reduction in the nominal amount of the
shares.

Article 3a:99. Reduction Amount Due
Reducing the amount due of a liability of an entity under resolution
pursuant to Article 3A:93, first paragraph:
a. the reduction is permanent, without prejudice to Article 3A:101;
b. no liability remains for the entity in respect of the portion of the principal amount
that has been written off; and
c. creditors in respect of the portion of the principal that has been written off
not compensated, without prejudice to the authority referred to in Article 3A:93, first paragraph,
to convert liabilities into rights to newly issued instruments of ownership.
Article 3a:100. Full or partial depreciation
1.

Without prejudice to Article 3A:101, if the Dutch Central Bank pursuant to Article
3A:93(1), the outstanding amount due from an entity's obligation to
nil decreases, the obligation is considered satisfied as well as any obligations or
claims arising therefrom and which were not due and payable at the time the
authority was exercised.

2.

If the Dutch Central Bank pays the outstanding amount of an obligation
of an entity, but does not reduce to nil, without prejudice to Section 3A:101:
a. the obligation is considered to have been met in the amount of the reduced amount; and
b. the terms of the instrument or agreement concerned shall remain

Page 351

on which the original obligation is based, applies to the remaining
outstanding amount owed of the obligation, excluding any
change in the amount of interest due to reflect the reduction in the amount
and without prejudice to the application of Article 3A:122, paragraphs 1 and 3.
Article 3a:101. Increase owed amount
1.

De Nederlandsche Bank may, if after application of the bail-in instrument,
based on a provisional valuation as referred to in 3A:89, second paragraph, from the final
valuation, referred to in Article 3A:89, third paragraph, it appears that with a more limited reduction of
the principal sum of the amount owed could have been sufficient, the principal sum
increase in accordance with the final valuation.

2.

If, after applying the bail-in instrument, the Dutch Central Bank may
of a provisional or final valuation as referred to in Article 3A:89, after a periodic
revaluation as referred to in Article 3A:90, it appears that with a more limited reduction of the
principal sum of the amount owed could have been sufficient, the principal sum
increase in accordance with the revaluation.

3.

If the Dutch Central Bank decides on the basis of the first or second paragraph to
increase in the amount due, which it had initially reduced to nil, is from
the time of entry into force of that decision Article 3A:100, second paragraph, of
similar applications.

Article 3a:102. Bail-in of derivatives
1.

De Nederlandsche Bank only applies the bail-in instrument to a liability that
a derivative position arises after it is closed.

2.

De Nederlandsche Bank is authorized to conclude derivative agreements of an entity in
settlement and close the associated positions.

3.

If derivative transactions are subject to a settlement clause, the
valuation referred to in Article 3A:89, first paragraph, the liabilities arising from these transactions
determined on a net basis in accordance with the terms of that clause.

Article 3a:103. Qualified holding
1.

If the exercise of a right acquired pursuant to Article 3A:93(1) to
newly issued instruments of ownership would result in the acquisition or increase of a
qualifying holding in an insurer as referred to in Section 3:95(1),
the Dutch Central Bank assessing the application for a declaration of no
objection with due observance of the objectives referred to in Article 3A:84. The articles
1:106b to 1:106e do not apply.

2.

If the Dutch Central Bank has not yet made a decision on an application as referred to in the
first paragraph, has taken, with effect from the moment when the instruments of ownership
be issued until a decision has been made on the application:
a. the voting rights of the applicant for the declaration of no objection arising from
those instruments of ownership are suspended and this right can only be exercised by the Dutch
Bank to be exercised; and
b. exempt the applicant from the provisions of Articles 3:95, 3:96, 3:99, 3:103 and
3:104.

Page 352

3.

If the Dutch Central Bank decides to issue a declaration of no objection,
the holder of the instruments of ownership is deemed to have the full voting rights with
relating to those instruments of ownership immediately after the decision is
announced.

4.

If the Dutch Central Bank rejects the application, the applicant waives that
instruments of ownership within a period determined by the Dutch Central Bank. It
second paragraph applies mutatis mutandis.

§ 3a.2.4.2. The instrument of transfer of the undertaking
Article 3a:104. Instrument of transfer of undertaking
De Nederlandsche Bank may, in application of the instrument of transfer of the
undertaking, decisions to transfer to an acquirer who is not a bridge institution, of:
a. instruments of ownership issued by or with the cooperation of an entity in
settlement; or,

b. assets or liabilities of an entity under resolution.
Article 3a:105. Transition conditions
The transfer will take place on commercial terms, which are in accordance with the
valuation pursuant to Article 3A:89.
Article 3a:106. Bankruptcy petition
If the Dutch Central Bank decides to transfer parts of the assets or liabilities of
an entity under resolution, it requests the Amsterdam District Court within a reasonable period of time to
declare the entity bankrupt, unless the potential importance of survival het
of the remaining part of the entity to achieve the resolution objectives referred to in Article
3A:84, opposes it.
Article 3a:107. Transition price
Without prejudice to Article 3A:133, a transitional price to be paid by the acquirer will accrue to the
original owners.
Article 3a:108. Transition to original owners
With regard to instruments of ownership, assets or liabilities, De Nederlandsche Bank may
passed, decide within a reasonable period of time to transfer to the original owners,
if the acquirer agrees.
Article 3a:109. Qualified holding
If a transfer of instruments of ownership would result in the acquisition or increase of a
qualifying holding in an insurer, Article 3A:103 of corresponding
application.
Article 3a:110. Legal succession of acquirer in another Member State
For the purposes of Articles 2:26c, 2:35, 2:38 and 2:39, an acquirer with registered office in
another Member State as the legal successor of the entity under resolution and may
continue to exercise all rights exercised by that entity in relation to the

Page 353

assets or liabilities that have been transferred.
Article 3a:111. Legal succession access rights
1.

Membership in or the right to access payment, clearing and
settlement systems, and regulated markets of the entity under resolution from
transfer to the acquirer by operation of law.

2.

The acquirer may exercise the rights attached to the membership or the right of access
exercise if he meets the conditions attached to it, with the exception of
the requirement to have a required credit assessment by a
credit rating agency.

3.

The Dutch Central Bank may determine that the acquirer for a maximum period of
does not have to meet the membership and access condition for two years, referred to
in the second paragraph. De Nederlandsche Bank can decide on application to extend it by
each time for a maximum of two years.

§ 3a.2.4.3. The Bridge Setting Tool
Article 3a: 112. Bypass Setting Tool
De Nederlandsche Bank may apply the instrument of the bridge institution
decide to transfer to a bridge institution of:
a. instruments of ownership issued by or with the participation of entities in
settlement; or
b. assets or liabilities of entities under resolution.
Article 3a:113. The Bypass Setting
1.

Rules may be laid down by or pursuant to an order in council with
with regard to the establishment and termination, the task, the financing, the establishment, the management
and the working method of a bridge institution or of a legal person whose task it is
to keep the property in a bridging institution.

2.

The Dutch Central Bank may authorize a bridging institution or legal entity as referred to in
give the first paragraph an instruction with regard to the performance of its duties.

3.

A bridging institution does not enter into insurance contracts and does not
changes to existing policies that could lead to an increase in the claims burden of the
institution.

Article 3a:114. Transition to original owners
With regard to instruments of ownership, assets or liabilities, De Nederlandsche Bank may
passed, decide to transfer to the original owners.
Article 3a:115. Corresponding Application Rules
Articles 3A:105, 3A:104, 3A:107, 3A:109, 3A:110 and 3A:111 have corresponding
apply to the instrument of the bridge setting.
Article 3a:116. Bridging Institution Permit

Page 354

1.

The bridge institution has, to the extent necessary for the exercise of its
activities, by operation of law regarding a permit as referred to in Articles 2:26a, 2:27
or 2:48.

2.

De Nederlandsche Bank may, with a view to the realization of one or more of the
the objectives referred to in Article 3A:84, temporarily granting exemption from one or more of the
requirements, referred to in Articles 2:26b, 2:31 or 2:49.

§ 3a.2.4.4. The asset or liability separation tool
Article 3a:117. Instrument of asset or liability separation
1.

De Nederlandsche Bank may apply the asset separation instrument
or liabilities, decisions to transfer assets or liabilities of an entity under resolution or of
a bridge institution on one or more asset and liability management entities.

2.

De Nederlandsche Bank applies the instrument of asset or liability separation
only together with another resolution tool, and if:
a. the situation on the specific market for the relevant assets or liabilities is such that
liquidation of those assets in bankruptcy adversely affect the financial
may have markets;
b. the transfer of assets or liabilities is necessary for the proper functioning of the
entity under resolution or the bridge institution; or
c. the transfer of assets or liabilities is necessary to recover the proceeds on liquidation
maximize.

3.

The asset and liability management entity manages the assets or liabilities in its possession
transferred for the purpose of recovering the value of the assets upon eventual sale or liquidation
maximize.

Article 3a:118. The asset and liability management entity
1.

Rules may be laid down by or pursuant to an order in council with
with regard to the establishment and termination, the task, the financing, the management and the
process of an asset and liability management entity or of a legal person
is responsible for holding ownership in an asset and liability management entity.

2.

De Nederlandsche Bank may be an asset and liability management entity or legal person
as referred to in the first paragraph, give an instruction with regard to the performance of its duties.

Article 3a:119. Corresponding Application Rules
Articles 3A:105 and 3A:114 apply mutatis mutandis to the instrument of
separation of assets or liabilities.
§ 3a.2.4.5. Special powers
Article 3a:120. Takeover of control and special director
1.

De Nederlandsche Bank may appoint a special director of an entity under resolution
appoint or take control of an entity under resolution.

2.

The special director or the Dutch Central Bank, respectively, is sued
and powers of the bodies of the entity under resolution and its shareholders or

Page 355

members. The special director may deviate from statutory regulations or statutory regulations
provisions arising from the obligations of the board.
3.

Articles 1:76, fifth, sixth and eighth paragraphs and 1:76a, second and third paragraphs, are of
similar applications.

4.

An administrative appeal may be lodged against a decision of a special director
established at the Dutch Central Bank.

Article 3a:121. Conversion legal form
1.

2.

De Nederlandsche Bank may, if this is necessary for the application of the
power to apply the bail-in tool, by decision the legal form of the
concerned entity.
Article 3A:98 applies mutatis mutandis.

Article 3a:122. Termination or amendment of agreement
1.

De Nederlandsche Bank may enter into an agreement to which the entity under resolution is party,
terminate or change, as well as substitute the transferee for the entity under resolution
as a party to an agreement.

2.

De Nederlandsche Bank may limit the term of an entity under resolution
change debt instruments and other eligible liabilities issued and
amount of the funds under such instruments and other eligible
liabilities to change interest due or the date on which the interest is due,
including suspend the obligation to pay interest. This is not from
applicable to debt instruments and other liabilities pursuant to Section 3A:94
excluded from bail-in.

3.

When applying a resolution measure, the Dutch Central Bank may determine
that instruments of ownership, assets or liabilities are free of any encumbrance or liability of
pass.

4.

Article 3A:100 applies mutatis mutandis.

Article 3a:123. Suspension of payment or delivery obligation
1.

The Dutch Central Bank may have a payment obligation or delivery obligation pursuant to
suspend an agreement to which an entity under resolution is party from the time of
the announcement of the decision to suspend until midnight Dutch time at the end
of the business day following that announcement.

2.

If an agreement applicable to the entity under resolution
payment obligation or delivery obligation is suspended in accordance with the first paragraph,
also the counterparty of the entity under resolution under that agreement
applicable payment obligations and delivery obligations for the same period
suspended.

3.

If during the period of suspension it is necessary to implement a
payment obligation or delivery obligation, the payment or delivery is immediately after the
expiration of that period.

4.

The first paragraph does not apply to payment obligations or delivery obligations

Page 356

which have already led to:
a. to a system or system operator as referred to in Article 212a, under b,
or part q, of the Bankruptcy Act, one to a central counterparty
or a central bank transfer order, clearing order or any
any such order resulting from payment, delivery, settlement or other
legal act required to fully execute the assignment; and
b. rights and obligations arising for the entity under resolution as a participant under or in
associated with his participation in the system.
Article 3a:124. Limitation of creditors' rights
1.

The Dutch Central Bank may exercise the powers of the entity's creditors
settlement for recovery of property belonging to the entity under resolution, or until
requisition of property under the control of the entity under resolution or a third party
are limited to 00.00 Dutch time at the end of the working day following volgend
the publication of the decision to that effect.

2.

The Dutch Central Bank does not exercise the power referred to in the first paragraph with
relating to a security interest established for the benefit of a system or
system operator as referred to in Article 212a, part b, or part q, respectively,
of the Bankruptcy Act, central counterparties and central banks, in relation to assets
that the entity under resolution has committed or delivered by way of margin call.

Article 3a:125. Suspension of authority to terminate agreement
1.

The Dutch Central Bank may exercise the authority belonging to a third party to
suspend termination of an agreement with the entity under resolution, to the extent that
entity continues to meet its obligations arising from the clauses in
the agreement relating to the core of the services, as well as to the provision of
certainties.

2.

The Dutch Central Bank may decide to suspend a
belonging authority to terminate an agreement with a
subsidiary of the entity under resolution if:
the obligations under the arrangement are borne by the entity under resolution
guaranteed or otherwise guaranteed;
b. the termination rights under the agreement are based solely on the
insolvency or financial position of the entity under resolution; and
c. with respect to the entity under resolution, a decision has been or can be made to
transfer of ownership instruments, assets or liabilities and:
i.
any assets or liabilities of the subsidiary in connection with that
are or may be transferred to the acquirer and are or may be by him
be obtained; or
ii.
the Dutch Central Bank offers appropriate protection for
such obligations.

3.

The suspension, referred to in the first and second paragraphs, takes effect from the time of the
announcement of the decision until 00.00 hours Dutch time at the end of the working day
following the publication or the time respectively of the Member State where the
subsidiary is established.

4.

The suspension does not work against any system or system operator as intended
in Article 212a, part b, or part q, respectively, of the Bankruptcy Act and

Page 357

central counterparties.
5.

After the expiry of the suspension period referred to in the third paragraph, the
termination rights in accordance with the terms of that agreement are as follows
exerted:
a. if the rights and obligations covered by the agreement are on another
entity, a counterparty may not exercise the termination powers except
exercise if a ground for enforcement continues to arise on the part of the acquirer
or occurs later;
b. if the rights and obligations covered by the agreement are not covered by the
application of a resolution tool, a counterparty may
exercise termination powers.

Article 3a:126. Non-compliance with agreement
A suspension or limitation under Sections 3A:122, 3A:123 and 3A:124 shall not be
considered a breach of an agreement.
Article 3a:127. Intervening in trading in financial instruments
At the request of the Dutch Central Bank, the Netherlands Authority for the Financial Markets adjusts its
powers under Section 4:4b or 5:32h to:
a. the trading of financial securities issued by or with the cooperation of the entity under resolution
suspend or interrupt instruments; or
b. that exclude financial instruments from trading.
§ 3a.2.4.6. Consequences of settlement
Article 3a:128. Exclusion of contractual terms
1.

A measure taken with regard to an entity referred to in Section 3A:78 if
referred to in Article 1:75, first paragraph, with regard to a referred to in Article 3:288i1
preparatory crisis plan, or the exercise of authority under this chapter, or
an event directly related thereto is for the purposes of a
agreement to which that entity is a party, if it proceeds to satisfy both
the obligations arising from the stipulations in the agreement that form the core of the
performance, as providing collateral, not:
a. ground for enforcement as referred to in Article 2(1)(l) of the Directive
financial collateral arrangements;
b. ground for exercising:
1°.
a right to terminate a contract;
2°.
a right to expedite the fulfillment of obligations,
terminate or settle;
3°.
a right to suspend an obligation of a party to the agreement,
modify, destroy or invalidate; or
4°.
a right that prevents the creation of an obligation under the
agreement that would otherwise have arisen;
c. ground for acquiring the possession, exercise of control or
exercise or creation of a security interest over an asset owned by the entity;
or
d. ground for prejudice to the entity's rights under the agreement.

Page 358

2.

The first paragraph applies mutatis mutandis to an agreement that has been entered into
by an entity in the group of which the entity referred to in the first paragraph is a part and
containing cross-deficiency provisions.

3.

The first paragraph, under a and b, applies mutatis mutandis to a
agreement entered into by a subsidiary of the entity referred to in
the first paragraph and which includes obligations incurred by another entity in the group whose
entity referred to in the first paragraph is part, are guaranteed or otherwise become
guaranteed.

4.

A measure or an event as referred to in the first paragraph does not affect:
a. a transfer order issued to a system or system operator as
referred to in Article 212a, part b, or part q, respectively, of the
Bankruptcy Act, a central counterparty or central bank;
b. an order given to a designated system or system operator for
settlement, or any payment, delivery,
set-off or other legal act that is required to fully execute the assignment
feed; or
c. rights and obligations arising for the entity in connection with its participation
to the system.

5.

This article is a provision of particularly mandatory law as referred to in article 9 of
Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008
on the law applicable to contractual obligations (PbEU 2008,
L 177).

Article 3a:129. Exclusion voidability
Legal acts related to the transfer of instruments of ownership, assets or liabilities
pursuant to the application of a resolution action, are not voidable under
Article 45 of Book 3 of the Dutch Civil Code or Articles 42 and 47 of the
Bankruptcy Act.
§ 3a.2.4.7. guarantees
Article 3a:130. Transfer order protection
1.

The following decrees leave the rules and operation of a system or
system operator as referred to in Article 212a, part b, or part q, respectively,
of the Bankruptcy Act, without prejudice to:
a. a decision to transfer a portion of an entity's assets or liabilities in
resolution, a bridge institution or asset and liability management entity; or
b. a decision pursuant to Section 3A:122 to terminate an agreement of which one of the
parties to terminate or change the entity under resolution or to
Substitute the entity under resolution as a party to an agreement.

2.

A decision as referred to in the first paragraph, under a and b, allows a
transfer order, insofar as the execution of that decision would be incompatible
with the provisions of Article 5 of Directive 98/26/EC of the European Parliament and of the Council
of 19 May 1998 on the finality of settlement of payments and
securities transactions in payment and settlement systems (PbEG 1998, L 166). Nor can
thereby modifying or nullifying the enforceability of any
transfer order or netting in accordance with Articles 3 and 5 of that Directive, of

Page 359

the use of funds, securities or credit facilities in accordance with Article 4 thereof
Directive or of the protection of collateral in accordance with Article 9 thereof van
directive.
Article 3a:131. Protection rights under contract
Rights arising from financial collateral arrangements, covered bonds,
structured financing arrangements, netting agreements,
netting agreements and security arrangements, are not affected by decisions such as
referred to in Article 3A:130.
Article 3a:132. Special restrictions
1.

If the Dutch Central Bank takes a decision to transfer assets or liabilities or
a decision as referred to in Section 3A:130(1)(b) serves that decision with regard to
of a financial collateral arrangement, netting agreement,
netting agreement, or an agreement with such agreement
connected, not to:
a. transfer of only part of the assets or liabilities covered by the agreement
fall;
b. modification or termination of any rights or obligations protected by the
agreement; or
c. substituting the acquirer as a party to the agreement.

2.

If the Dutch Central Bank takes a decision as referred to in the first paragraph, that
decides in respect of a security arrangement, whether the assets or liabilities under a
security scheme, not to:
a. transfer of assets against which the obligation is secured, unless it is also decided to
transfer of the obligation and the benefit of the security;
b. transfer of a secured obligation, unless it is also decided to transfer the
benefit of the security;
c. transfer of the benefit of the security, unless it is also decided to transfer from
the covered obligation; or
d. amendment or termination of the security arrangement, if as a result of that amendment the
liabilities would no longer be covered.

3.

If the Dutch Central Bank takes a decision as referred to in the first paragraph, that
decides on the joint transfer of the assets or liabilities that constitute a structured
financing arrangement or part thereof, or covered bonds.

4.

For the purposes of paragraphs 1, 2 and 3, assets or liabilities
including transactions, ancillary rights to be exercised against the entity under resolution,
as well as rights of security vested in the agreement to the entity
assets under settlement or belonging to third parties, other security rights and liens in
those assets.

5.

A transfer, termination or change in violation of the first, second or third paragraph is not
void or voidable.

§ 3a.2.4.8. Other provisions
Article 3a:133. Claim settlement costs

Page 360

1.

The Dutch Central Bank may charge costs associated with taking a
resolution action have been made:
a. deduct from the fees that an acquirer for
pays instruments of ownership, assets or liabilities to the original owners;
b. recovering from the entity under resolution; or
c. recovering from the proceeds arising from the termination of the functioning of
a bridge institution or an asset and liability management entity.

2.

If the Dutch Central Bank recovers the costs in accordance with the first paragraph,
under b or c, its claim is favored in the same way as the claims referred to in
Article 288 of Book 3 of the Dutch Civil Code.

3.

The first and second paragraphs apply mutatis mutandis to costs incurred by a
acquirer in connection with a reduction or conversion as referred to in Article 3A:93, first
member, have been made in respect of certain instruments of ownership, assets or liabilities, in
related to the fact that they are located in another Member State or a State which is not a Member State
is or are governed by the law of a State which is not a Member State.

Article 3a:134. Processing personal data
Rules may be laid down by order in council regarding the
processing personal data. In that measure it may be stipulated that the
processing of personal data the citizen service number can be used.
Section 3a.2.5. Legal protection
Article 3a:135. Special procedural rules
1.

Notwithstanding Article 6:7 of the General Administrative Law Act, the term for
submitting a notice of appeal against a decision of the Dutch Central Bank on the grounds of
of Articles 3A:85 and 3A:86 ten days.

2.

Notwithstanding Section 6:6 of the General Administrative Law Act, the appeal is not
admissible if Section 6:5(1)(d) of that Act is not complied with.

3.

After the expiry of the term for lodging an appeal, no grounds for appeal may be lodged
more to be supplied.

4.

Notwithstanding Section 8:41(5) of the General Administrative Law Act, the
term within which the crediting or payment of the due court fee must be made
to be found, two weeks.

5.

The administrative court hears the case in an accelerated manner in accordance with Article 8:52,
second paragraph, parts b to f, and third paragraph, of the General Administrative Law Act.
Section 8.2.4 of that law does not apply.

6.

The administrative court shall render its decision no later than the fourteenth day after the notice of appeal
is received. If pursuant to Article 8:14, first paragraph, of the General Act
administrative law two or more cases are dealt with together, the administrative court
decision no later than the fourteenth day after receipt of the last notice of appeal received.

Article 3a:136. legal presumption
When assessing a request for a preliminary injunction as referred to in

Page 361

Article 8:81 of the General Administrative Law Act, with regard to a decision pursuant to this
chapter, with the exception of Section 3A.2.2, the preliminary relief judge assumes the
legal presumption that suspension of the implementation of the decision is against the public interest
contrary.
Article 3a:137. Enactment of legal consequences
If an appeal is lodged against a decision pursuant to this chapter, the administrative court shall
exception of Section 3A.2.2, is declared well-founded, application of Article 8:72, third paragraph,
part a, of the General Administrative Law Act, if this is necessary to protect
the interests of third parties acting in good faith who, pursuant to the decision,
have any instruments of ownership, assets, rights or liabilities of the entity under resolution
obtained.
Section 3a.2.6. Financing
Article 3a:138. Financing arrangement
1.

Can contribute to the financing of the resolution of insurers
are levied on insurers with their registered office in the Netherlands and branches in the Netherlands of
insurers established in a non-Member State, other than insurers with limited
risk size.

2.

The amount of the contribution is determined on the basis of the size of the technical
provisions of the insurer. The Dutch Central Bank sets the amount of the contributions
fixed, which are paid within a term set by the Dutch Central Bank.

3.

The financing arrangement can be used for the following purposes:
a. if it appears from the valuation, as referred to in Article 3A:91, that the holder of
instruments of ownership or creditor has incurred greater losses than he would have
suffered if the entity went into bankruptcy immediately prior to that resolution
have been liquidated, pay an amount to the holder of instruments of ownership or
creditor to the extent of that difference.
b. if Article 213ma of the Bankruptcy Act and the estate has been applied
is insufficient to pay the creditors the amount they would have
received if no interim payments were made, an amount to the estate bo
to pay to make the estate sufficient for that purpose;
c. contributing to operational costs for the effective application of the
resolution tools.

4.

The financing arrangement is not used:
a. to absorb the losses of an entity or group or to protect an entity or group
recapitalize;
b. to recover the assets or liabilities of the entity or group under resolution, a
bridge institution or an asset management vehicle; or
c. to finance a bridge institution or an asset management vehicle.

5.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the first and second paragraph.

4. Share Conduct of business supervision financial undertakings

Page 362

Chapter 4.1. Preliminary provisions
Section 4.1.1. Scope
Article 4:1
1.

Unless otherwise stated, this section applies to:
a. financial service providers to which it is permitted pursuant to Chapter 2.2 in
to provide financial services to the Netherlands or who have a supervisory status certificate
as referred to in Section 3:110, and have complied with Section 3:110, fourth or fifth
member;
b. investment firms with their registered office in the Netherlands or in a state that is not a Member State
to whom it is permitted pursuant to Chapter 2.2 to provide investment services or
to carry out investment activities;
c. managers of investment institutions to which it is pursuant to Section 2.2.7
permitted in the Netherlands to manage investment institutions or rights of
to offer a participation in an investment institution in the Netherlands and the
investment institutions associated custodians;
d. UCITS in which it is permitted in the Netherlands pursuant to Section 2.2.7 of rights of
to offer participation, the managers of those UCITS and the affiliates of those UCITS
custodians;
e. clearing institutions to which it is permitted in the Netherlands pursuant to Section 2.2.1 to
to conduct a business insofar as they act for clients with their registered office in the Netherlands;
f. payment service providers;
g. pension custodians; and
h. data reporting service providers permitted under section 2.2.12a
to provide data reporting services in the Netherlands.

2.

Articles 4:9, third paragraph, 4:14, second paragraph, preamble and part c, 4:19, 4:20, first to
and with third and sixth members, 4:22, first member, 4:23, 4:24, 4:89, 4:90, 4:90a, 4:90b, 4:90c, 4:90d
and Articles 14 to 26 of the Markets in Financial Instruments Regulation,
as well as the rules established by or pursuant to those articles, apply to
investment firms with a branch in the Netherlands to which it is subject pursuant to paragraph
2.2.12.2 is permitted to provide investment services or investment activities in the Netherlands
with the exception of investment firms as referred to in Section 2:102a.

3.

The provisions of this part, with the exception of articles 4:9, 4:10 and 4:37e, are:
not applicable to foreign managers of investment institutions of which
The Netherlands is the host Member State as referred to in Article 4(1)(r) of the
guideline managers of alternative investment institutions operating from a Netherlands
located branch of Dutch investment institutions or manage units in
offer investment institutions in the Netherlands.

4.

The provisions under this section shall not apply to foreign administrators of
investment institutions of which the Netherlands is the host Member State as referred to in Article
4(1)(r) of the Alternative Investment Fund Managers Directive
that manage or control rights in Dutch investment institutions through the provision of services
of participation in investment institutions in the Netherlands.

5.

The provisions under this section do not apply to administrators of
investment institutions as referred to in Section 2:66a, subsections 1 and 2, unless the manager
has obtained a permit as referred to in Section 2:65 on a voluntary basis.

6.

The provisions under this part, with the exception of Article 4:37p, do not apply

Page 363

applies to managers as referred to in Section 2:70, subsection 2, or Section 2:70a, subsection 3.
7.

The provisions under this part, with the exception of Articles 4:9, paragraph 3, 4:14,
second paragraph, opening words and part c, 4:19, 4:20, first to third and sixth paragraphs, 4:22,
first paragraph, 4:23, 4:24, 4:89 and 4:90, does not apply to administrators of a
investment institution as referred to in Section 2:98, subsection 3, which operates from a location in the Netherlands
branch activities or services as referred to in Article 6(4) of the Directive on managers
of alternative investment institutions.

8.

The provisions under this section do not apply to administrators of
investment institutions with their registered office in another Member State that, through the provision of services, in
Netherlands activities or services as referred to in Article 6(4) of the Directive
provide or provide alternative investment fund managers.

Article 4:2
1.

With the exception of Articles 4:36 and 4:37, this part does not apply to the
offering of credit by a municipal credit bank if for the business of
which is a municipal credit bank by virtue of Article 4:37(1)
established.

2.

Articles 4:9, first paragraph, and 4:10 do not apply to persons who use daily
determine the policy of a municipal credit bank, which determine the policy of a municipal
credit bank determine or help determine whether they are part of a body charged with dat
supervising the policy and general affairs of a municipal
credit bank and also be a member or chairman of a municipal council or
a council of mayor and aldermen.

Article 4:2a
The provisions under this part do not apply to the exercise of a profession or
company as an authorized or sub-agent of a reinsurer on its behalf
taking out reinsurance with a funeral expenses and benefits in kind insurer, life insurer or
non-life insurer or other reinsurer.
Article 4:2b
[Expired as of 19-02-2019]
Article 4:2c
With the exception of section 4.2.4, sections 4.3.1.8 and 4.3.8.1. and Articles 4:17, 4:19,
first to third paragraphs, 4:22 and 4:25, the provisions under this part do not apply to
offering financial products as referred to in part b of the definition of financial
product in article 1:1.
Article 4:2d
With the exception of Articles 4:19, 4:22, 4:33, 4:34 and 4:35, this part does not apply to
financial services related to an overdraft facility where the consumer is
to be repaid within three months.
Article 4:2e
By or pursuant to Articles 4:9, third paragraph, 4:11, first and third to fifth paragraphs, 4:14, first

Page 364

and second paragraph, 4:15, second paragraph, part b, under 2°, 4:16, 4:18a to 4:18e, 4:19, 4:20,
4:22, first paragraph, 4:23, 4:24, 4:25, 4:88, 4:89 and 4:90 determined with regard to
investment firms applies mutatis mutandis to banks or
investment firms that make structured deposits to clients as referred to in Article 4,
first paragraph, part 43, of the 2014 Markets in Financial Instruments Directive to sell or
provide them with advice regarding structured deposits.
Division 4.1.2. Exceptional provisions
Article 4:3
1.

2.

It is prohibited for anyone in the Netherlands or from the Netherlands in another Member State if
information society service as referred to in Article 15d, paragraph 3, of Book 3 of the
Civil Code in the exercise of a profession or business as an intermediary
perform activities for the purpose of attracting or serving the public
obtaining the disposal of repayable funds.
The first paragraph does not apply to:
a. banks that have been granted a by the European Central Bank or the Dutch Central Bank
have a license as referred to in Section 2:11(1) or 2:20(1) and banks
established in another Member State who conduct their business from a place in the Netherlands
located branch or by providing services to the Netherlands, which
have complied with the provisions of Article 2:15 or 2:16 with regard to the performance
of the activities referred to under 1 in Annex I to the Capital Requirements Directive;
b. banks with their registered office in another Member State that have a
have a license granted in that Member State to carry on their business and who

have fulfilled the obligations applicable in that other Member State for carrying out
of services to another Member State;
c. the Member States, as well as the regional or local authorities of the Member States;
d. investment firms that have been granted a certificate by the Netherlands Authority for the Financial Markets
have a permit as referred to in Section 2:96;
e. investment firms established in another Member State that provide investment services die
providing or carrying out investment activities through the provision of services
to the Netherlands, who have complied with Section 2:102; and
f. intermediaries who, for mediating in a checking or savings account, use a
license granted by the Netherlands Authority for the Financial Markets as referred to in Section 2:80, first
member have.
3.
4.

Exemption from the first paragraph can be arranged by ministerial regulation.
The Netherlands Authority for the Financial Markets may on request, whether or not for a definite period of time,
grant an exemption from the first paragraph, if the applicant demonstrates that the interests that this
part is intended to protect are otherwise adequately protected. By or pursuant to
rules may be laid down to which the holder of a
exemption must comply and with regard to the granting of an exemption.

Article 4:4
1.

If a financial undertaking that is not authorized by the Netherlands Authority for the Financial Markets
license granted shall be subject to the rules laid down pursuant to this part applicable to it
are not complied with, the Netherlands Authority for the Financial Markets may give that financial undertaking a
prohibit them from engaging in activities contrary to those rules.

2.

The first paragraph does not relate to the settlement of agreements concluded

Page 365

before the time when the ban is imposed.
3.

If the financial undertaking referred to in the first paragraph has its registered office in a
In another state, the Netherlands Authority for the Financial Markets shall notify the supervisory authority of that
the other shall be informed of the prohibition imposed by it.

4.

Paragraphs 1 to 3 do not apply to:
a. foreign managers of investment institutions with their registered office in another Member State or
managers of UCITS established in another Member State;
b. affiliated intermediaries as referred to in Section 2:81, subsections 2 and 3;
c. tied agents as referred to in Section 2:97(5) and Section 2:98(2);
d. insurance or mortgage credit intermediaries established in another Member State;
e. financial service providers having their registered office in another Member State that conduct the business of financial
institution, bank or insurer; and
f. reinsurance intermediaries established in another Member State.

Article 4:4a
The Netherlands Authority for the Financial Markets may grant to an investment firm with systematic internal
settlement impose a prohibition on conducting the business of an investment firm
with systematic internaliser, if the investment firm does not comply with paragraph
4.3.7.3 does not comply with the rules that apply to it.
Article 4:4b
[Expired as of 03-01-2018]
Article 4:5
1.

For the purposes of the provisions of this part in respect of granting
of financial services, with the exception of the offering of units in
an investment institution or a UCITS, the acts and omissions of a
affiliated enterprise as referred to in Section 2:105, subsections 1 and 2, if acting
or the failure to act on the part of the legal person referred to in Section 2:105,
first paragraph, or the legal person referred to in Article 2:105, fourth paragraph, respectively.

2.

The legal person as referred to in Section 2:105, subsection 1, submits to the Authority
Financial Markets immediate notification of the affiliation of a company as referred to
in Article 2:105, second paragraph, and of the termination of the affiliation of an affiliated
company as referred to in Article 2:105, first or second paragraph.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to the manner in which the notification referred to in the second paragraph is made, the
information that is provided and the documents that are submitted with it.

Article 4:6
1.

An insurance provider or intermediary who is no longer responsible
for an affiliated intermediary as referred to in Article 2:81, second paragraph, respectively third
member, immediately report this to the Netherlands Authority for the Financial Markets and the concerned
mediator.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the manner in which the notification referred to in the first paragraph is made, the

Page 366

information that is provided and the documents that are submitted with it.
Article 4:6a
1.

An enterprise which, alone or jointly with another enterprise, is at the
state of a group to which a financial undertaking belongs to which it is subject pursuant to this
section applies, refrain from any conduct or policy that results in
has that that financial undertaking is acting in breach of the provisions under this part.

2.

With regard to the company referred to in the first paragraph, Article 1:75 of
similar applications.

Section 4.1.3. Exemption
Article 4:7
1.

Exemption from the duty pursuant to this part may be arranged by ministerial regulation
particular.

2.

If the requirement is attached to an exemption as referred to in the first paragraph
that with an offer or in advertising or documents in which an offer is made in the
prospect or other non-mandatory pre-contractual information
that the exempt activity is not supervised by the Netherlands Authority for the Financial Markets,
this statement is made in a manner to be determined by the Netherlands Authority for the Financial Markets.

Chapter 4.2. Rules for operating in the financial markets concerning all
financial services
Section 4.2.1. Suitability, reliability and integrity en
Article 4:8
1.

This section does not apply to:
a. managers of a UCITS domiciled in another Member State that do not include UCITS domiciled in
manage or offer units of UCITS in the Netherlands, UCITS
established in another Member State and any depositaries associated with those UCITS;
b. managers of investment institutions with their registered office in a designated state and
investment institutions with their registered office in a designated state and the
investment institutions associated custodians;
c. managers of investment institutions with their registered office in another Member State and on managers
of investment institutions with another Member State as the home Member State and the
those investment institutions associated custodians;
d. insurance intermediaries having their registered office in another Member State;
e. financial service providers having their registered office in another Member State or a designated State which
conduct the business of a financial institution, bank or insurer;
f. reinsurance intermediaries established in another Member State.

2.

This section, with the exception of Section 4:11, does not apply to administrators
of a UCITS with its registered office in another Member State that operates from a branch located in the Netherlands
manage UCITS with registered office in the Netherlands or units in UCITS in the Netherlands
to offer.

3.

This section does not apply to administrators having their registered office in another Member State who
through the provision of services undertakings for collective investment in securities having their registered office in

Page 367

The Netherlands manage or share units in collective investment undertakings in
offering securities in the Netherlands.
4.

This Section, with the exception of Article 4:9, paragraphs 3 and 4, does not apply
to investment firms that, for the conduct of the business of a bank, have a
European Central Bank or the Dutch Central Bank, or for the
conduct of the business of a financial institution a license issued by the Dutch Central Bank
have a certificate of supervision.

5.

This section, with the exception of Article 4:9, paragraphs 2, 4 and 5, does not apply to
applies to financial service providers who, for the purpose of conducting the business of a bank,
electronic money institution or insurer issued by the Dutch Central Bank or the
authorized by the European Central Bank or to carry on business
from financial institution a statement issued by the Dutch Central Bank of
have supervision.

6.

This section, with the exception of Article 4:9, paragraphs 2, 4 and 5, does not apply to
applies to a mortgage credit provider or intermediary having its registered office in a
other Member State which is competent to carry on its business in its home Member State and which
from a branch office located in the Netherlands or through the provision of services
to the Netherlands, conducts his business.

7.

This section does not apply to premium pension institutions.

7.

This section does not apply to insurance intermediaries and
reinsurance intermediaries with their registered office in the Netherlands, in respect of which the Authority
Financial Markets with the supervisory authority of another Member State is
agreed that that body acts as a competent authority within the meaning of Article 7,
first paragraph, of the Insurance Distribution Directive.

8.

By way of derogation from the first paragraph, under d and f, this section applies to
insurance intermediaries and reinsurance intermediaries with their principal place of business in
the Netherlands and its registered office in another Member State, in respect of which the Netherlands Authority for the Financial
Markets has agreed with the regulatory body of that other Member State that the
The Netherlands Authority for the Financial Markets acts as the competent authority within the meaning of Article 7, paragraph 1,
of the Insurance Distribution Directive.

Article 4:9
1.

The daily policy of an investment institution manager,
investment company, UCITS manager, collective investment company in
securities, investment firm, custodian, data reporting service provider,
financial service provider or pension custodian is determined by persons who are suitable
in connection with the conduct of the business of the financial undertaking. If within the
financial undertaking a body charged with supervising policy and the general course
of the financial undertaking's affairs, this is supervised by persons who
are suitable for the exercise of this supervision.

2.

A financial service provider ensures the professional competence of its employees
and of other natural persons under its responsibility directly
engaged in the provision of financial services to consumers or, where it
financial services related to insurance or reinsurance, clients. Bee
or pursuant to an order in council for the implementation of binding EU
legal acts, rules are laid down with regard to the professional competence of other

Page 368

than the natural persons referred to in the first sentence.
3.

An investment firm ensures the professional competence of its employees
and of other natural persons who inform clients under its responsibility
about financial instruments, investment services or ancillary services or directly
engaged in advising clients on financial instruments.

4.

Rules are laid down by or pursuant to an order in council with regard to
to the professional competence of employees and other natural persons as referred to in the
second and third paragraph and the diplomas or certificates required in that regard, as well as rules
with regard to the issuance of those diplomas or certificates and the basis thereof
lying exams. It may be determined by the measure that Our Minister, with
compliance with the rules to be laid down in that measure, can recognize examination institutes that
are authorized to conduct examinations. Rules can also be set with
with regard to the supervision of compliance with those rules.

5.

Rules are laid down by or pursuant to an order in council with regard to
to the passing on of costs related to the performance of the
the rules laid down in the fourth paragraph for the examination institutes referred to in that paragraph.

6.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, granting exemption from the second paragraph and, pursuant to the fourth paragraph,
certain, if the applicant demonstrates that this cannot reasonably be complied with
and that the purposes which this article is intended to achieve are otherwise achieved.

7.

If the day-to-day policy of a data reporting service provider or of a
multilateral trading facility operated by a market operator to which a
license as referred to in Section 5:26(1) has been granted, is determined by the same
persons such as those who manage the day-to-day policies of the market operator operated
regulated market, those persons shall be deemed to comply with paragraph 1.

8.

For the purposes of the first paragraph, second sentence, a
data reporting service provider equated with a financial undertaking.

9.

Rules may be laid down by ministerial regulation with regard to a
persons as referred to in the first paragraph to take an oath in the context of suitability or
promise.

Article 4:9.0a
1.

The composition and functioning of the management board of an investment firm
and, if any, of the body charged with oversight of the policy and
general state of affairs, complies with the provisions of Article 91 of the Directive
capital requirements, provided that:
a. the provisions of the third paragraph, second sentence, and the fourth to sixth paragraphs of that
Article applies if an investment firm is significant;
b. Articles 132a, 142a, 242a and 252a of Book 2 of the Dutch Civil Code do not apply
apply to significant investment firms as referred to in subparagraph a; and
c. for the purposes of the provisions of paragraph 3 of that article as an executive
directorship are considered the positions of director and executive
director, if the management duties of a legal person are divided among executive
directors and non-executive directors, and as a non-executive director position
are considered the positions of supervisory director and of non-executive director,
if the management duties of a legal person are divided among executive directors

Page 369

and non-executive directors.
2.

The Netherlands Authority for the Financial Markets may authorize members of the board of a
investment firm that is significant to grant an additional nonexecutive directorship than pursuant to Article 91, third to fifth inclusive
paragraph, of the Capital Requirements Directive.

3.

It is determined by or pursuant to an order in council when a
investment firm as referred to in the first paragraph, in view of its size, internal organisation
and nature, scale and complexity of work, is significant and may require further rules
be made regarding the suitability of the persons referred to in Article 4:9, first
member, as well as regarding the composition and functioning of the board and of the
body charged with supervision.

Article 4:9a
1.

There is an information system on professional qualifications, managed by Our Minister. This
system contains a systematically ordered collection of data related to the
professional competence of employees and other natural persons as referred to in Article 4:9,
second paragraph, and the amount obtained by them pursuant to the fourth paragraph of that article
professional qualifications, recognized professional qualifications or examinations passed.

2.

The information system is intended to provide recognized examination institutes as referred to in
Article 4:9, fourth paragraph, second sentence, and to provide information to Our Minister, at least
for the implementation of the rules laid down pursuant to Section 4:9(4) and (5).
Furthermore, the information system aims to provide data to the Authority
Financial Markets for the purpose of supervising compliance with the provisions laid down by or pursuant to Article
4:9, second paragraph and third paragraph, first sentence, laid down rules.

3.

The data referred to in the first paragraph also includes the citizen service number.

4.

Recognized examination institutes and Our Minister are responsible for the implementation of the
pursuant to Article 4:9, fourth and fifth paragraphs, rules set out in the information system are authorized to
to process registered social security numbers.

5.

Further rules will be laid down by or pursuant to an order in council regarding:
the information system. The rules to be set by order in council have in
in any case relates to the data to be entered in the system and the processing of that data
data.

Article 4:9c
Article 4:9, paragraphs 2, 4 and 5, does not apply to employees who work for the
branch located in another Member State from which:
a. a provider of mortgage credit, which has a license or declaration as
as referred to in Section 2:61, carries on his business;
b. an intermediary in mortgage credit, which is licensed or certified as
as referred to in Section 2:80(1) or Section 2:81(1) carries on its business.
Article 4:10
1.

The policy of a manager of an investment institution, investment company,
manager of a UCITS, company for collective investment in securities,
investment firm, custodian, data reporting service provider, financial service provider

Page 370

or pension custodian is determined or partly determined by persons whose reliability
is beyond doubt. If a body within the financial undertaking is charged with supervision
on the policy and the general course of business of the financial undertaking, this
supervised by persons whose reliability is beyond doubt.
2.

The reliability of a person as referred to in the first paragraph is beyond doubt
once approved by a regulator for the purposes of this Act
established, so long as a change in the relevant facts or circumstances does not constitute a reasonable
gives rise to a new assessment.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the way in which it is established that the reliability of a person as referred to in
the first paragraph is beyond doubt and which facts and circumstances are taken into account
be taken as well as in respect of crimes which, if committed by those
person, with a view to the interests which the law seeks to protect, until the determination
lead to the credibility of that person being beyond doubt.

4.

For the purposes of the first paragraph, a data reporting service provider
equated with a financial undertaking.

Article 4:11
1.

A UCITS manager, UCITS, investment firm, UCITS depositary,
data reporting service provider or pension custodian has an adequate policy that
guarantees the integrity of its business. Below is
understand that:
a. conflicts of interest are prevented;
b. it is prevented that the financial undertaking or its employees commit criminal offenses or
commit other violations of law that affect confidence in the financial undertaking or in
could harm the financial markets;
c. it is prevented that because of its clients' confidence in the financial
company or in the financial markets may be harmed; and
d. prevent other actions by the financial undertaking or its
employees are carried out in such a way as to contravene what is
unwritten law befits social intercourse, which means that the
confidence in the financial undertaking or in the financial markets can become serious
harmed.

2.

A financial service provider pursues an adequate policy that ensures the integrity of the
his company guarantees. This means that it is prevented that the
financial services provider or its employees criminal offenses or other violations of law
committing that could undermine confidence in the financial service provider or in the financial markets
harm. Other subjects may be discussed by order in council
appointed to conduct the business of a financial service provider with integrity
are counted.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to the minimum conditions to which the policy referred to in the first and second
member must comply.

4.

A financial undertaking as referred to in the first or second paragraph provides to the
Netherlands Authority for the Financial Markets information to be determined by order in council about
incidents related to the subjects referred to in the first and second paragraph.

5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions of the third paragraph, with
exception of the provision with regard to the provision of an investment service or the provision of
of an investment activity or ancillary service, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes which this article is intended to
achieve otherwise.

6.

For the purposes of the first paragraph, a data reporting service provider
equated with a financial undertaking.

Page 371

Section 4.2.2. Structuring and layout
Article 4:12
1.

Articles 4:13, 4:14, 4:15a, 4:16 and 4:17 do not apply to administrators of
UCITS with registered office in another Member State that do not manage a UCITS with registered office in the Netherlands or
offer units of UCITS in the Netherlands, UCITS with registered office in another
Member State and any depositaries associated with those institutions.

2.

Articles 4:13, 4:15, 4:15a and 4:17 do not apply to:
a. insurance intermediaries having their registered office in another Member State;
b. financial service providers having their registered office in another Member State or a designated State which
conduct the business of a financial institution, bank or insurer;
c. reinsurance intermediaries established in another Member State; and
d. premium pension institutions.

3.

Section 4:17 does not apply to clearing institutions having their registered office in a designated
state.

4.

Article 4:13, the opening words and parts a and b pursuant to Article 4:14, second paragraph,
provisions and Article 4:15a do not apply to investment firms that
conducting the business of a bank authorized by the European Central Bank or the
have a license granted to the Nederlandsche Bank or to conduct the business of
financial institution a statement issued by the Dutch Central Bank of
have supervision.

5.

Articles 4:13 and 4:15a do not apply to financial service providers that
the conduct of the business of a bank, electronic money institution or insurer
have a license granted by the Dutch Central Bank or the European Central Bank, or
for the conduct of the business of a financial institution a certificate issued by the Dutch Central Bank
have a certificate of supervision.

6.

Articles 4:13, 4:14, 4:15a, 4:16 and 4:17 do not apply to administrators of
a UCITS domiciled in another Member State which, through the provision of services, sells UCITS domiciled
manage in the Netherlands or offer units of UCITS in the Netherlands.

7.

Articles 4:13 and 4:15a do not apply to managers of a UCITS with registered office
in another Member State which, from a branch office located in the Netherlands, buys UCITS with its registered office in
manage or offer units of UCITS in the Netherlands.

8.

Articles 4:13, 4:15a and 4:16 do not apply to administrators of
investment institutions with registered office in a designated state, investment institutions with registered office in
a designated state and any associated institutions die

Page 372

custodians.
9.

Articles 4:13, 4:15a and 4:16 do not apply to administrators having their registered office in a
other Member State or administrators with another Member State as the home Member State.

10.

Articles 4:13, 4:15, 4:15a and 4:17 do not apply to mediators in
insurance and reinsurance intermediaries with their registered office in the Netherlands, in respect of which
the Netherlands Authority for the Financial Markets is in agreement with the supervisory authority of another Member State
agreed that that body acts as a competent authority within the meaning of Article 7,
first paragraph, of the Insurance Distribution Directive.

11.

Notwithstanding the second paragraph, under a and c, Articles 4:13, 4:15, 4:15a and
4:17 applies to insurance intermediaries and reinsurance intermediaries with
principal place of business in the Netherlands and registered office in another Member State, in respect of which the Authority
Financial Markets with the supervisory authority of that other Member State is
agreed that the Netherlands Authority for the Financial Markets acts as the competent authority in the
meaning of Article 7(1) of the Insurance Distribution Directive.

Article 4:13
1.

An investment institution manager, a UCITS manager,
investment company, collective investment company in securities,
investment firm, custodian, financial service provider or pension custodian is not
with persons associated in a formal or de facto control structure who are in such
degree is opaque that it constitutes or may impede the adequate
exercising supervision over the manager of an investment institution, manager of a
UCITS, the UCITS managed by the manager of an investment institution, manager of a UCITS
investment institutions or UCITS, the investment company, company
for collective investment in securities, the investment firm, the custodian
or the financial service provider.

2.

An investment institution manager, a UCITS manager,
investment company, collective investment company in securities,
investment firm, custodian, financial service provider or pension custodian is not
with persons associated in a formal or de facto control structure if the right
of a non-Member State, which applies to those persons, constitutes an obstacle
constitutes or may constitute for the adequate supervision of the manager of a
investment institution, manager of a UCITS, the manager of a
investment institution, manager of a UCITS managed investment institutions
or UCITS, the investment company, collective investment company
in securities, the investment firm, the custodian or the
financial service provider.

Article 4:14
1.

An investment institution manager, a UCITS manager,
investment institution, UCITS, investment firm, custodian,
data reporting service provider or pension custodian organizes its business operations in such a way that
it guarantees a controlled and honest conduct of its or its business.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the first member. These rules relate to:
a. managing business processes and business risks;
b. integrity, which is understood to mean counteracting:

Page 373

1°.
2°.

conflict of interest;
committing criminal offenses or other violations of law by the financial
company or its employees who have confidence in the financial undertaking or
in the financial markets;
3°.
relationships with clients or participants who lack confidence in the financial
could harm the company or in the financial markets; and
4°.
other acts by the financial undertaking or its employees acting on
in such a way against what according to unwritten law in the
befits social intercourse, that as a result, confidence in the financial
company or in the financial markets could be seriously harmed; and
c. orderly and transparent financial market processes, clean relationships between
market parties and careful treatment of clients and participants, including
understand:
1°.
guaranteeing the provision of information to clients or participants;
2°.
guaranteeing the recording of the relationship with the clients or participants;
3°.
ensuring the careful treatment of clients or participants;
4°.
counteracting conflicts of interest between the financial undertaking and
clients or participants and between the clients or participants themselves;
5°.
safeguarding the rights of clients or participants; and
6°.
other subjects to be determined by order in council.
3.

Without prejudice to Articles 3:17 and 3:27, by or pursuant to Order of
management with regard to clearing institutions with their registered office in the Netherlands and branches of
clearing houses domiciled in a non-designated state rules are set with
relating to the subjects referred to in the second paragraph, under c.

4.

Without prejudice to Article 3:17, the second paragraph, opening words and part c, of corresponding
applicable to premium pension institutions.

5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the second paragraph, with
exception of the provision with regard to the provision of an investment service or the provision of
of an investment activity or ancillary service, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes which this article is intended to
achieve otherwise.

6.

For the purposes of the second paragraph, a data reporting service provider
equated with a financial undertaking.

Article 4:14a
A central securities depository as referred to in the Central Regulation
securities depositories have appropriate procedures for reporting breaches,
referred to in Article 65 of that Regulation.
Article 4:15
1.

A financial services provider that is not the business of a financial institution, bank or
insurer, organizes its business operations in such a way that it is managed in a controlled and
conduct of its business.

2.

Rules may be laid down by or pursuant to an order in council with
relating to the first paragraph. These rules relate to:
a. integrity, which is understood to mean:

Page 374

1°.

preventing the commission of criminal offenses and other violations of the law
by the financial service provider or its employees who have confidence in the
financial service provider or in the financial markets; and
2°.
taking measures with regard to other by general measure
subjects to be designated by the board that contribute to the ethical conduct of the business
from a financial service provider; and
b. orderly and transparent financial market processes, clean relationships between
market parties and careful treatment of clients and consumers, including
understand:
1°.
guaranteeing the provision of information to clients or consumers; and
2°.
ensuring the careful treatment of clients or consumers.
3.

In addition to the provisions pursuant to the second paragraph, opening words and part b,
rules are laid down by order in council with regard to counteracting
of conflicts of interest between the financial service provider and clients and between clients
mutually insofar as it concerns advising or mediating in an insurance policy with a
investment component by a financial service provider.

4.

The provisions pursuant to the second paragraph, opening words and part b, are of corresponding
applies to financial service providers that operate the business of a financial institution, bank or
exercise the insurer.

5.

The provisions pursuant to the third paragraph shall apply mutatis mutandis to
financial service providers that carry on the business of an insurer insofar as it concerns
offering or advising on insurance with an investment component.

6.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the second paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:15a
1.

A manager of an investment institution, investment company, manager of
a UCITS, collective investment company in securities, investment firm,
depositary of a UCITS, financial services provider or pension custodian has
procedures and measures that guarantee that natural persons living in the Netherlands
operate under its responsibility and whose activities the risk profile of
materially affect the company or are directly involved in the
providing financial services, taking an oath or affirmation.

2.

A financial enterprise as referred to in the first paragraph shall ensure that the
the oath or promise referred to in paragraph is observed.

3.

The first paragraph does not apply to natural persons as referred to in Article 4:9 who
already take an oath or affirmation in the context of suitability.

4.

Further rules can be laid down by ministerial regulation with regard to the oath
or promise, referred to in the first paragraph.

Article 4:16
1.

If a financial undertaking outsources activities to a third party,
that financial undertaking shall ensure that such third party receives the
applicable to the outsourcing financial undertaking to those activities

Page 375

rules.
2.

3.

An investment institution manager, UCITS manager, custodian,
payment institution or electronic money institution spends by order in council on
activities to be assigned.
By or pursuant to an order in council:
a. in connection with the supervision of compliance with the provisions under this part,
rules laid down with regard to the outsourcing of activities by financial
enterprises;
b. rules are set with regard to the management of risks related to
with the outsourcing of activities by managers of investment institutions,
UCITS managers, custodians and investment firms; and
c. rules are laid down with regard to the relationship between a manager of a
investment institution, manager of a UCITS, custodian or investment firm and the
third agreement to be concluded regarding the outsourcing of activities.

4.

The provisions pursuant to this article do not apply to the outsourcing of
activities by a custodian to central securities depositories as referred to in
Article 2, first paragraph, under 1, of the Regulation on central securities depositories and
central securities depositories having their registered office in a non-Member State as referred to in
Article 2, first paragraph, under 2.

Article 4:17
1.

A UCITS manager, investment firm providing investment services,
a payment service provider, clearing institution or financial service provider ensures a
adequate handling of complaints from clients, consumers or participants about
payment services, financial services or financial products of the financial undertaking.
To this end:
a. does the financial undertaking have an internal complaints procedure, aimed at a
prompt and careful handling of complaints; and
b. is the financial undertaking affiliated with a scheme established by Our Minister pursuant to Article
16, first paragraph, of the Implementation Act out-of-court dispute settlement
consumer-designated body to settle disputes relating to
payment services, financial services or financial products of the financial undertaking,
unless there is no such body.

2.

The first paragraph, part b, does not apply to financial undertakings
insofar as they:
a. provide investment services for professional investors only; or
b. act as a clearing house.

3.

Rules may be laid down by order in council with regard to the
handling of complaints. Furthermore, in addition to the Implementation Act
out-of-court settlement of consumer disputes, by general rules
administrative order, further rules are laid down with regard to the authorities or
procedures for the out-of-court settlement of disputes as referred to in the first paragraph,
part b, requirements to be set, as well as rules with regard to the
Information to be provided to Our Minister.

Page 376

Section 4.2.3. Careful service
Article 4:18
1.

This section does not apply to:
a. reinsurance intermediaries;
b. financial services relating to the insurance of large risks;
c. offering premium pension claims.

2.

For the application of the provisions pursuant to Articles 4:19, 4:20, 4:21 and 4:22
funeral benefits in kind insurance also includes an agreement that extends to:
fund formation for the care of the funeral of a natural person,
if the agreement is entered into by a funeral expenses and benefits in kind insurer and for the
funeral expenses and benefits in kind insurer does not entail any investment risk.

3.

For the purposes of Articles 4:19, 4:20, 4:21, 4:23 and 4:24a, under
ancillary service also means a service that is provided to the consumer together with a credit
offered.

Article 4:18a
1.

An investment firm qualifies its clients as eligible
counterparty, professional investor or retail investor and informs them accordingly
knowledge.

2.

The investment firm informs its clients in a durable medium that it
may request a different qualification and informs them of the result
resulting lower or higher level of protection.

Article 4:18b
1.

Articles 4:19, first and third paragraph, 4:20, fourth and fifth paragraph, 4:22, second to
fourth paragraph, 4:23, 4:24, 4:89, 4:90, second paragraph, 4:90a, 4:90b and 4:90d, first paragraph, are not of
applies to the receipt and transmission of orders and the execution of orders or

directly related ancillary services with eligible
counterparties.
2.

An investment firm may be a professional investor as referred to in subsection q
of the definition of professional investor in Article 1:1, or a company with its registered office in a
other Member State that is not an eligible counterparty within the meaning of Article 1:1 and in
that Member State qualifies as an eligible counterparty qualify as in
eligible counterparty if the client has agreed to such qualification.

3.

Notwithstanding the first paragraph, an investment firm may, at the request of an in
eligible counterparty each of articles 4:19, paragraphs 1 and 3, 4:20, fourth
and fifth paragraph, 4:22, second to fourth paragraph, 4:23, first and second paragraph, fourth paragraph, 4:24,
4:89, 4:90, 4:90a, 4:90b and 4:90d, paragraph 1, to that party per transaction or in the
apply in general.

4.

An enterprise that complies with Section 4:18c, subsections 1 and 2, may
investment firm to become an eligible counterparty
considered if they are for the investment services or investment activities referred to in the
first paragraph, is regarded as a professional investor on the basis of Article 4:18c, third paragraph.

Page 377

Article 4:18c
1.

A manager of an investment institution or investment firm can
professional investor at his request as a professional investor if he
in the opinion of the manager of an investment institution or investment firm
have sufficient expertise, knowledge and experience with regard to the nature of the
intended investment services, investment activities or ancillary services to
making investment decisions and assessing the associated risks.

2.

A retail investor is considered to have sufficient expertise, knowledge and
have experience as referred to in the first paragraph if he meets at least two of
the following three criteria:
1°. during the preceding four quarters, the client has per
made an average of ten transactions of significant size each quarter;
2°. the size of the portfolio of financial instruments and cash deposits of the nonprofessional investor is greater than €500,000; or
3°. the retail investor has been employed or employed for at least one year
been in the financial sector, where he practices or has practiced a profession in which
knowledge of the intended investment services, investment activities or ancillary services
is or was required.

3.

In an agreement between the manager of an investment institution or
investment firm and the retail investor is specified for which
investment services, types of financial instruments or transactions qualify as
professional investor.

4.

Rules are laid down by order in council with regard to the
follow procedure.

Article 4:18d
1.

A manager of an investment institution or investment firm may
professional investor is at his request or on his own initiative by investment service,
transaction or generally as a retail investor. The administrator of
an investment institution or investment firm provides a client who is a professional investor be
is aware that he may apply to become a retail investor
unless the manager of an investment institution or investment firm has a
has established a policy showing that it will not comply with such a request.

2.

If the manager of an investment institution or investment firm and the client
agree that the client qualifies as a retail investor, that
laid down in an agreement. It specifies for which investment services,
types of financial instruments or transactions qualifying as a retail investor
applies.

Article 4:18e
1.

A manager of an investment institution or investment firm
rules of conduct and procedures with regard to whether or not her
clients as a professional investor.

2.

If a manager of an investment institution or investment firm
finds that a non-professional investor structurally no longer complies with the
conditions for eligibility as a professional investor, it designates him as

Page 378

non-professional investor and inform him accordingly
Article 4:19
1.

A financial undertaking ensures that the information provided by or on behalf of it
information made available with regard to a financial product, financial service or
ancillary service, including advertising, does not affect the rights under this Act
provide or make available information.

2.

The . provided or made available to clients by a financial undertaking
information, including advertisements, relating to a financial product, financial service
or ancillary service is correct, clear and not misleading.

3.

The financial undertaking ensures that the commercial purpose of the
information provided or made available is recognizable as such.

Article 4:20
1.

Prior to advising, providing an investment service, providing
an ancillary service or the conclusion of an agreement regarding a financial product
not being a financial instrument, an investment firm or
financial service provider the consumer or, if it is a financial instrument or insurance
concerns, the client information insofar as this is reasonably relevant for an adequate
assessment of that service or product. By or pursuant to an order in council
rules may be laid down with regard to the information referred to in the previous sentence.
These rules may relate, inter alia, to the information provided with
with regard to the exercise by the consumer or client of the rights referred to in Article 230x, first and
the rights referred to in second paragraph of Book 6 of the Dutch Civil Code.

2.

It may be determined by order in council that a financial undertaking
in cases to be determined therein, notwithstanding the first sentence, the first sentence, the
provided information referred to in whole or in part after entering into the agreement.

3.

During the term of an agreement regarding a financial product, financial
service or ancillary service an investment firm or financial service provider provides the
consumer, or, if it concerns a financial instrument or insurance, the client in a timely manner
information about:
a. substantial changes to the information referred to in the first paragraph, insofar as these
changes are reasonably relevant to the consumer or the client; and
b. other subjects to be designated by or pursuant to an order in council.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the cases in which and the manner in which a financial undertaking during
must provide information about the duration of an agreement.

5.

It may be determined by order in council that the information referred to in
the third paragraph, in cases to be indicated therein only at the request of the consumer
or the client is provided.

6.
7.

The information referred to in this Article may be provided in a standardized form.
The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions of this article, insofar as that
does not relate to the provision of an investment service or ancillary service, if the

Page 379

applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.
Article 4:21
If a financial service provider provides a financial service through the intermediary of a
intermediary, authorized agent or sub-authorized agent, the information,
referred to in Section 4:20, subsections 1 and 3, provided by this mediator, authorized representative
agent or sub-authorized agent, unless the relevant financial undertaking and
be an intermediary, authorized agent or sub-authorized agent respectively
agreed that the financial undertaking itself must comply with Article 4:20(1) and (3),
satisfies.
Article 4:22
1.

Rules may be laid down by or pursuant to an order in council with
relating to the provision of information by a financial undertaking about a financial
product, financial service or ancillary service.

2.

By or pursuant to an order in council, for the implementation of Title III
of the Payment Services Directive, rules are laid down with regard to the
provision of information by a payment service provider about payment services.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions under the first paragraph, insofar as that
does not relate to the provision of an investment service or ancillary service, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

4.

Article 1:23 does not apply with regard to the rules referred to in the second paragraph.

Article 4:22a
1.

Prior to the conclusion of an insurance contract, a
financial service provider based on the information provided by the client, the wishes and
client's needs.

2.

The financial service provider ensures that only information is provided
about insurance policies that match the wishes and needs of the client.

3.

The first and second paragraphs apply mutatis mutandis to insurance policies that
are offered together with another financial product or financial service as
part of a package or of the same agreement.

Article 4:23
1.

If a financial undertaking is a consumer or, if it is a financial
instrument or insurance, advises the client or manages an individual asset:
a. in the interest of the consumer or the client, it obtains information about
its financial position, knowledge, experience, objectives and risk appetite, insofar as this
is reasonably relevant to its advice or the management of the individual's assets;
b. it ensures that its advice or the manner of managing the individual
capital, insofar as reasonably possible, is partly based on the
referred information; and

Page 380

c. be informed, if it concerns advice relating to financial products that do not
financial instruments, the considerations underlying its
advice to the extent necessary for a proper understanding of its advice.
2.

If a financial undertaking, when providing a financial service that is not
investment service, a consumer or, in the case of insurance, not a client
advises, it makes that at the start of its work for the benefit of the
consumer or the client, respectively.

3.

Where an investment firm advises a retail investor,
they inform the retail investor at the same time as the advice or in any event before a
transaction is carried out a suitability statement on a durable medium in which the
advice is specified and how the advice meets the preferences,
investment objectives and other characteristics of the retail investor
answers.

4.

In the case of the management of individual assets, the
investment firm to the retail investor a periodic
suitability statement detailing how the investment is still
conforms to the preferences, objectives and other characteristics of the nonprofessional investor.

5.

In the case of advice or management of individual assets in combination
with another financial service or financial product, when assessing the
suitability, whether the entire service or the combination of the financial service
and the financial product is suitable. The first, second, and sixth paragraph (new) is from
similar applications.

6.

Rules may be laid down by or pursuant to an order in council with
related to:
a. the information referred to in the first paragraph, under a, and the manner in which this information
is obtained;
b. the manner, referred to in the first paragraph, under b, in which an investment firm
its advice on financial instruments or managing individual assets
takes into account the information gathered;
c. the manner in which the explanation referred to in the first paragraph, under c, is given;
d. the way in which the financial undertaking serves the consumer or the client
makes it known that it does not advise; and
e. the cases in which the information referred to in the third paragraph, after the execution of the
transaction can be provided.

7.

The third paragraph and the provisions laid down by or pursuant to the sixth paragraph, opening words and under e, are
applies mutatis mutandis to financial service providers advising a client on
insurance with an investment component.

8.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the sixth paragraph, insofar as that
does not relate to advising on financial instruments or managing a
individual assets, if the applicant demonstrates that this is not reasonably possible
are met and that the purposes which this article is intended to achieve are otherwise
reached.

Article 4:24

Page 381

1.

If a financial undertaking, without also advising another
investment service other than the management of individual assets or a general
provides another financial service to be designated by an administrative order, it collects information
about the consumer's knowledge and experience, or, if it is a financial instrument or
insurance, the client with regard to the relevant financial service or
financial product, so that it can assess whether this service or product is suitable for the
consumer and client respectively.

2.

In the case of the provision of an investment service as referred to in the first paragraph
in combination with another financial service or financial product, when assessing
of the appropriateness to be verified whether the entire service or the combination of
the financial service and the financial product is appropriate.

3.

If, on the basis of the information referred to in the first paragraph, the financial undertaking
believes that the financial service is not appropriate for the consumer or client,
she warns them.

4.

If the consumer or the client provides no or insufficient information about his
knowledge and experience, the financial undertaking warns the consumer or
the client that as a result she is unable to verify whether the financial service is for him
is appropriate.

5.

The first to fourth paragraphs do not apply to the initiative of the client
providing an investment service as referred to in part a or b of the definition of the
providing an investment service in Article 1:1, insofar as there is not also an
ancillary service as referred to in part b of the definition of ancillary service in Article 1:1, with
related to:
a. shares admitted to trading on a regulated market or one with a
regulated market comparable system from a non-Member State that is
the European Commission has been recognized as equivalent in accordance with Article 25,
fourth paragraph, part a, second, third and fourth subparagraphs, of the Markets for . Directive
financial instruments 2014 or a multilateral trading facility, for
insofar as it does not include units in investment institutions or shares that constitute a
derivative instrument include concerns;
b. instruments normally traded on the money market, with the exception of
instruments that embed a derivative instrument or have a structure that makes it
makes it difficult for the client to understand the risk involved;
c. bonds or other forms of securitized debt held on a regulated
market, a system comparable to a regulated market from a state that does not
Member State or admitted to a multilateral trading facility, with the exception of those
which involve a derivative instrument or have a structure that makes it difficult
for the client to understand the risk involved;
d. units of a UCITS, with the exception of structured UCITS,
referred to in Article 36(1), second subparagraph, of Regulation (EU) No 583/2010 of
1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the
Council on key investor information and the conditions to be met
met if the key investor information or the prospectus is in another
durable medium other than paper or provided via a website (PbEU 2010, L 176);
e. structured deposits as referred to in Article 4(1)(43) of the
Markets in Financial Instruments Directive 2014, with the exception of deposits that
make it difficult for the client to reduce the return risk or the costs of early
to estimate exits;
f. other financial instruments to be designated by order in council, if
the financial undertaking prior to providing the investment service thedienst

Page 382

client makes known that it has determined the suitability of the financial service or financial
product for the client.
6.

Rules may be laid down by or pursuant to an order in council with
with regard to the content of the information referred to in the first paragraph, the manner in which it is
is collected, the manner in which the assessment of the appropriateness of the financial
service or financial product is provided to the consumer or client, and the content and
form of the warning referred to in the third and fourth paragraph.

7.

The warnings referred to in the third and fourth paragraph, and the making known, referred to
in the fifth paragraph, may be made in a standardized form.

Article 4:24a
1.

A financial service provider carefully considers the legitimate interests
of the consumer or beneficiary.

2.

A financial service provider that advises acts in the interest of the consumer or
beneficiary.

3.

With regard to the first and second paragraph, the Netherlands Authority for the Financial Markets only gives:
application of Article 1:75 in the case of obvious abuses that affect the confidence in the
financial services provider or in the financial markets.

4.

Within three years after the entry into force of this article, Our Minister shall send to Parliament
General a report on the effectiveness and effects of this article in practice.

Article 4:25
1.

A financial undertaking adheres to the treatment of the participant, the
consumer or, if it concerns a financial instrument or insurance, the client to or
further rules to be set pursuant to an order in council with regard to the in
caution to be observed. Under further rules with regard to the
due care also includes rules with regard to the costs incurred by the financial
company charges if the participant, consumer or client has entered into an agreement
relating to a financial service or financial product and terminates an agreement with
relating to that financial service or that enters into a financial product with a
other financial company.

2.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions under the first paragraph, insofar as that
does not relate to advising on financial instruments or managing a
individual assets, if the applicant demonstrates that this is not reasonably possible
are met and that the purposes which this article is intended to achieve are otherwise
reached.

3.

The nomination for an order to be adopted pursuant to the first paragraph lid
of the board that serves to amend a general vastgestelde already established on the basis of that paragraph
order in council, shall not be made earlier than four weeks after the draft has been approved by both parties
chambers of the States General has been submitted, unless the determination of the
order in council is urgent in the opinion of Our Minister.

Article 4:25a
1.

Rules may be laid down by or pursuant to an order in council with

Page 383

related to:
a. the remuneration or consideration, in whatever form, for offering, advising,
mediate or act as an authorized agent or sub-authorized agent in
a financial product, and the method of payment thereof;
b. a prohibition on providing or receiving specified commissions.
2.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the rules laid down pursuant to the first paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:25b
1.

Prior to providing a financial service on a financial product,
in respect of which it is prohibited to provide or receive certain commissions
pursuant to Section 4:25a(1)(b), the financial service provider informs the
consumer or, in the case of insurance, the client about:
a. the nature and scope of the service;
b. the way in which the financial service provider is remunerated;
c. the costs of the service provided by the consumer or, in the case of insurance,
client pays;
d. the interests of the financial services provider that may affect the
services to the consumer or client; and
e. subjects to be designated by order in council that may be relevant
for the adequate assessment of the service by the consumer or client.

2.

Prior to providing a financial service on a financial product,
other than products to which the first paragraph applies, the intermediary or adviser informs,
who does not also offer the recommended financial product, the consumer or, if it is a
insurance concerns, the client about:
a. the nature and scope of the service;
b. the manner in which the intermediary or adviser who does not offer the recommended financial product product
also offers, is rewarded, as well as in by or pursuant to a general order of
cases to be determined by the board, the amount of the remuneration or compensation;
c. the interests of the intermediary or adviser who does not purchase the recommended financial product
also offers, which may affect the service to the consumer or
the client; and
d. other subjects to be designated by order in council.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to form, content, time and manner of provision of the information referred to in
the first and second paragraph.

4.

If several financial service providers are involved in the provision of a financial service,
involved, it can be determined by or pursuant to an order in council on whom the
there is an obligation to provide the information referred to in the first or second paragraph.

Article 4:25c
If an investment firm is instructed by another investment firm
to provide investment services or ancillary services to a client:

Page 384

a. can it rely on the information about the client provided by the other
investment firm that has given the instruction;
b. can it trust that it has been provided to the client by the other company de
advice on financial instruments or the proposed mode of management of the
the client's individual assets correspond to what is required by or pursuant to this Act
has been determined in this regard.
Article 4:25d
A payment service provider takes Title 7B of Book 7 of the
Civil Code into account.
Article 4:25e
The Netherlands Authority for the Financial Markets may authorize a financial undertaking to which an administrative
sanction or measure as referred to in Article 24, second paragraph, of the Regulation on essential
information documents has been imposed for breach of that Regulation, require a
direct communication to the concerned retail investor containing information
about the administrative sanction or measure and he is informed of where
complaints or claims for damages can be made.
Section 4.2.4. Notification obligations
Article 4:26
1.

A financial undertaking reports changes related to topics on which
pursuant to Article 2:3.0d, first paragraph, 2:13, second paragraph, 2:22, second paragraph, 2:32, second paragraph, 2:33,
second paragraph, 2:42, second paragraph, 2:43, second paragraph, 2:58, second paragraph, 2:63, second paragraph, 2:67, third
paragraph, 2:67b, second paragraph, 2:68, third paragraph, 2:72, second paragraph, 2:73, first paragraph, 2:78, second paragraph, 2:83,
second paragraph, 2:89, second paragraph, 2:94, second paragraph, 2:99, third paragraph, 2:105, fifth paragraph, 2:125, first
paragraph, 2:126, first paragraph, 2:130, first paragraph, 3:110, second paragraph, 4:5, third paragraph, 4:10, third paragraph, 4:37c,
seventh paragraph, 4:50, first paragraph, or 4:71, third paragraph, provision of data is prescribed
to the Netherlands Authority for the Financial Markets.

2.

A manager of an investment institution and manager of a UCITS or
investment firm reports changes with regard to subjects on which
pursuant to Article 2:122, second paragraph, 2:122a, second paragraph, 2:127, second paragraph, or 2:129, first paragraph,
provision of data is prescribed to the Netherlands Authority for the Financial Markets and to the
supervisory authority of the Member State where that financial undertaking provides financial
provides services.

3.

An investment institution manager and a UCITS manager reports changes
with regard to subjects for which, pursuant to Section 2:72, subsection 2, provision of
data is prescribed to the Netherlands Authority for the Financial Markets.

4.

An investment institution manager and a UCITS manager reports changes
with regard to subjects for which provision is made pursuant to Section 2:123(2)
of data is prescribed to the supervisory authority of the Member State where the
manager of an investment institution and manager of a financial services UCITS
grants.

5.

A manager of an investment institution or a manager of a UCITS reports
immediately to the Netherlands Authority for the Financial Markets or the supervisory authority of any
Member State in which units in the investment institution or UCITS are traded,
if he purchases or repays units in a company managed by him

Page 385

investment institution or UCITS.
6.

An investment firm that is licensed to provide the
investment service, referred to in part b of the definition of providing a
investment service in Article 1:1, and the performance of the investment activity referred to in
part a of the definition of performing an investment activity in Article 1:1, and
intends the business of a systematic internaliser
to be exercised in transactions in shares up to trading on a regulated market
are admitted, reports this to the Netherlands Authority for the Financial Markets.

7.

An investment firm that no longer carries on the business of an investment firm
carries out systematic internal handling, informs the Authority thereof
Financial Markets.

8.

An investment firm that has a license as referred to in Section 2:96, first
member of the Financial Supervision Act, which provides ancillary services, reports that without delaywijl
to the Netherlands Authority for the Financial Markets.

9.

By or pursuant to an order in council, stating the
follow procedures, determining which changes, referred to in the first and second paragraph, are
reported, which data is provided and, if applicable, under which
conditions the changes may be implemented.

Article 4:27
1.

An accountant who conducts the audit of the financial statements of a
settlement company with its registered office in the Netherlands, a manager of an investment institution with
registered office in the Netherlands, a Dutch investment institution, a UCITS manager with
registered office in the Netherlands, a UCITS registered in the Netherlands, an investment firm,
payment institution, clearing institution, electronic money institution, bank or insurer with its registered office in
Netherlands, the Netherlands Authority for the Financial Markets will report any circumstance as soon as possible
of which he became aware during the conduct of the investigation and which is in conflict with
obligations imposed under this part.

2.

An accountant who conducts the audit of the financial statements of a
settlement company with its registered office in the Netherlands, a manager of an investment institution with
registered office in the Netherlands, a Dutch investment institution, a UCITS manager with
registered office in the Netherlands, a UCITS with registered office in the Netherlands, or an investment firm with registered office
in the Netherlands, the Netherlands Authority for the Financial Markets will report any circumstance as soon as possible
of which he has become aware during the conduct of the investigation and which leads to
refusal to make a statement of truthfulness or to make
reserved.

3.

The first and second paragraphs apply mutatis mutandis to an accountant who
in addition to the examination of the financial statements of the financial undertaking, referred to in the
first and second paragraph, respectively, also conducts an examination of the annual accounts of a
other person with whom the financial undertaking is engaged in a formal or de facto
control structure is connected.

4.

The accountant, referred to in the second paragraph, shall provide as soon as possible by general
information to be determined to the Netherlands Authority for the Financial Markets at least
for the purpose of supervising the financial undertaking. By order in council
rules are laid down with regard to the procedures to be observed.

5.

The Netherlands Authority for the Financial Markets gives the financial undertaking the opportunity

Page 386

to be present at the notification referred to in the first or second paragraph, and when providing
information, referred to in the fourth paragraph, by the accountant.
6.

The accountant who, pursuant to the first, second or third paragraph, makes a report or
pursuant to the fourth paragraph to provide information to the Netherlands Authority for the Financial
Markets has passed, is not liable for damage suffered by a third party as a result,
unless it is demonstrated that, in view of all facts and circumstances, it is reasonable to
not to report or to provide information.

7.

The second paragraph and the fourth paragraph do not apply to accountants who conduct the investigation
performing the annual accounts of an investment firm that is used for the exercise of
the business of a bank established by the European Central Bank or the Dutch Central Bank
has been granted a permit.

Section 4.2.4a. Notification Obligations
Article 4:27a
1.

A central counterparty as referred to in Regulation (EU) No 648/2012 of the European
Parliament and Council of 4 July 2012 on OTC derivatives, central counterparties and
trade repositories (OJEU 2012, L 201) informs the Netherlands Authority for the Financial Markets in writing
knowledge of the intention to substantially change the way in which they implement
refers to Articles 36 to 39 of that Regulation.

2.

A central securities depository as referred to in the Central Regulation
securities depositories will notify the Netherlands Authority for the Financial Markets in writing of the
intends to substantially change the way in which it implements the
Articles 26 to 38 and 48 to 53 of that regulation.

3.

By or pursuant to an order in council, stating the
follow procedures, determine what changes are notified, what data
are provided therewith and, if applicable, under what conditions the changes
be implemented.

Section 4.2.5. Remote agreements
Article 4:28
[Expired as of 13-06-2014]
Article 4:29
[Expired as of 13-06-2014]
Article 4:30
[Expired as of 13-06-2014]
Chapter 4.3. Additional rules for operating in the financial markets
concerning certain financial services
Division 4.3.1. To offer
§ 4.3.1.1. Investment objects

Page 387

Article 4:30a
1.

A provider of an investment object has a website and has a
investment object prospectus available. At the request of a consumer, the
offer this without delay an investment object prospectus free of charge.

2.

If an investment object is offered through an intermediary
the investment object prospectus, referred to in the first paragraph, is
provided, unless the provider and the intermediary have agreed that the provider himself
complies with this obligation. The first paragraph applies mutatis mutandis.

3.

The investment object prospectus, referred to in the first paragraph, only contains general information:
information to be determined by or pursuant to an order in council
be included in the investment object prospectus in a manner to be determined by management. Bee
order in council, further rules may be laid down with regard to the
manner of issuance of the investment object prospectus.

4.

Under rules to be set by order in council, it is possible to deviate from
the obligation to have and provide an investment object prospectus.

5.

Article 4:19, second paragraph, shall apply mutatis mutandis to the
investment object prospectus, referred to in the first paragraph.

§ 4.3.1.2. Electronic money
Article 4:31
1.

An electronic money institution issues electronic money exclusively at the nominal
value and in exchange for money received.

2.

An electronic money institution confers no advantages on a holder of electronic money
associated with the length of the period that that holder has the electronic money
persists.

3.

An electronic money institution exchanges funds received by it with
the intention to exchange it for electronic money, directly into electronic money.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the exchange referred to in the third paragraph.

Article 4:31a
An electronic money institution pays the nominal value of the electronic money held
money back when the holder of the electronic money so requests, taking Article
521a of Book 7 of the Civil Code.
Article 4:31b
An electronic money institution imposes the redemption rights of persons who make payments with the
accept electronic money issued by the electronic money institution, fixed in a
agreement with those persons.
§ 4.3.1.3. Credit

Page 388

Article 4:32
1.

A credit provider participates in a credit registration system that complies with all
offers credit providers established in a Member State access under the same
requirements.

2.

If a credit provider on the basis of the consultation of a system of
credit registry decides not to grant credit to a consumer, it informs the consumer
immediately and free of charge of the outcome of this consultation and of the details
of the consulted database.

3.

Under rules to be set by order in council, it is possible to deviate from
the first member.

Article 4:33
1.

Prior to the conclusion of a credit agreement, the
credit provider, if applicable on the basis of the consumer's
preferences and information provided, information to the consumer with a view to
an adequate assessment of the credit.

2.

It may be determined by order in council that, notwithstanding the first
paragraph a provider of credit, in cases to be determined therein, the referred to in the first paragraph;
information provided in whole or in part after entering into the agreement.

3.

Rules are laid down by or pursuant to an order in council regarding the
conditions with which the information referred to in the first paragraph satisfies.

4.

By or pursuant to an order in council, forms of credit may be
designated to which the first paragraph does not apply.

5.

Article 4:19, second paragraph, applies mutatis mutandis to the information referred to in
the first member.

6.

The first paragraph does not apply to a credit provider if the credit
is offered through the intermediary of a mediator, other than as an ancillary activity.

Article 4:34
1.

For the conclusion of a credit agreement, or an important
increase in the credit limit, or the sum of the amounts paid on the basis of a
existing credit agreement are made available to the consumer, wins
a credit provider, in the interest of the consumer, provides information about its financial

position and assesses, in order to avoid excessive lending to the consumer, whether the
entering into the agreement or the significant increase is justified.
2.

The provider does not enter into a credit agreement with a consumer and
not proceed to a significant increase in the credit limit or the sum of the amounts
are available to the consumer under an existing credit agreement
if this is irresponsible with a view to excessive lending to the consumer.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to the first and second paragraph.

Page 389

Article 4:35
Rules may be laid down by order in council with regard to the ten
highest permitted credit compensation for credit, not being mortgage credit.
Article 4:36
A municipal credit bank is established and dissolved by a decree to that effect
of the municipal council or by means of a joint arrangement by
municipal councils of two or more municipalities.
Article 4:37
1.

2.

Regulations are set for the business operations of a municipal credit bank
determined by the municipal executive or, if the municipal
credit bank has been established by means of a joint arrangement,
by the relevant municipal councils of the municipalities participating in the scheme, in which
for offering credit in the context of the performance of its public task at
minimum requirements are included that correspond to the requirements pursuant to the sections
4.2.1, 4.2.2, and 4.2.3, Articles 4:32 and 4:33, paragraph 4.3.8.1. and title 2A, division 2, of
Book 7 of the Civil Code and Chapter V of the Consumer Credit Act
particular.
The supervision of compliance with the regulations by the municipal credit bank:
a. is carried out by the general board of the municipal credit bank, in the
case that the municipal credit bank has been established by means of a
joint arrangement and does not have a legal form under private law;
b. in the event that the municipal credit bank has a private-law legal form
has ensured that:
1°.
the majority of the board is appointed on the recommendation of a
municipal council or a college of mayor and aldermen of one or more
municipalities for which the municipal credit bank carries out activities;
2°.
the majority of the Supervisory Board is appointed on the nomination of
a municipal council or of a college of mayor and aldermen of one or
more municipalities for which the municipal credit bank carries out activities;
3°.
the annual accounts and budget of the municipal credit bank are
approved by a municipal council or by a municipal executive and
aldermen of one or more municipalities for which the municipal credit bank
performs work; or
c. is carried out by the Board, if parts a and b do not apply
of mayor and aldermen.

3.

The requirements referred to in the second paragraph, part b, under 1° to 3°, do not apply
applies to a municipal credit bank with a legal form under private law if
a negative operating balance is settled by one or more municipalities for which the
municipal credit bank.

Article 4:37a
[Expired as of 01/04/2016]
§ 4.3.1.4. Units in an investment institution

Page 390

Article 4:37b
The provisions pursuant to this section, with the exception of Articles 4:37l to 4:37z, are:
not applicable to foreign investment fund managers with registered office in a
designated state.
Article 4:37c
1.

An investment institution manager is a legal person.

2.

A Dutch manager of an investment institution as referred to in part a of
the definition of the Dutch manager of an investment institution in Article 1:1, has its
head office in the Netherlands.

3.

At least two natural persons determine the daily policy of a Dutch person
manager of an investment institution or investment company.

4.

An investment company has a separate manager unless the
investment company, has equity capital of at least €300,000.

5.

The manager may only
offer if the master investment institution has its registered office in a Member State and is
managed by an authorized manager with registered office in a Member State.

6.

Notwithstanding the fifth paragraph, the manager with registered office in the Netherlands may have rights of
participation in a feeder investment institution with its registered office in a Member State with a non-European
master investment institution or with a European master investment institution that is not
managed by a licensed European administrator in the Netherlands, if:
a. units are only offered to qualified investors;
b. the state where the investment institution is established is not on the list of non-cooperatives
countries and territories of the Financial Action Task Force or its successor state; and
c. the Netherlands Authority for the Financial Markets and the supervisory authority of the state where the
investment institution, is established have entered into a cooperation agreement that
guarantees at least an efficient exchange of information and that the Netherlands Authority for the Financial
Enables markets to perform its supervisory duties.

7.

The administrator shall provide at least twenty working days before the date on which he
intends to offer the units to the Netherlands Authority for the Financial
Markets:
a. a program of activities stating which investment institution he
intends to offer and where the investment institution is located;
b. the fund regulations or the articles of association;
c. the name of the depositary associated with the investment institution;
d. a description of the investment institution or, if applicable, the for
participants available information about the investment institution;
e. in the case of a feeder investment institution, information on the location of
the master investment institution;
f. the information referred to in Section 4:37l or 5:3;
g. if applicable, the arrangement to prevent the rights of
holdings are offered to retail investors.

8.

Unless the manager does not comply with the management of the investment institution or otherwise
applicable legislation, the Netherlands Authority for the Financial Markets will share no later than twenty

Page 391

working days after receipt of the information, referred to in paragraph 7, to the manager
that the units may be offered in the Netherlands.
9.

If the units are not allowed to be offered, the Authority shall
Financial Markets notify the manager of this within the term referred to in the previous paragraph.

10.

Rules may be laid down by or pursuant to a general or pursuant to an order in council
with regard to the form and content of the information referred to in the seventh paragraph.

11.

If the manager is a manager as referred to in part c of the definition of
Dutch manager of an investment institution in Article 1:1, the Authority shares
Financial Markets the European Securities and Markets Authority and, if applicable
applicable, the supervisory authority of the home Member State of the
investment institution informs the manager that the rights of participation in the
investment institution in the Netherlands.

12.

If the manager is a manager as referred to in part c of the definition of
Dutch manager of an investment institution in Article 1:1, and the Netherlands Authority for the Financial Markets
Markets agrees to a change in the information referred to in the sixth paragraph, it shall share this
promptly notify the European Securities and Markets Authority if the amendment de
relates to the termination of the offering of units and
investment institutions or the intention to acquire units in other
investment institutions.

Article 4:37d
1.

If an investment institution or a third party on behalf of a Dutch manager of
an investment institution ensures compliance by the manager with the
this law and the manager cannot sufficiently guarantee this compliance, he reports this meldt
immediately to the Netherlands Authority for the Financial Markets and, if applicable, to the
supervisory authority of the investment institution's home Member State.

2.

The Netherlands Authority for the Financial Markets can instruct the manager to make an effort to:
to ensure that the investment institution managed by it or the third party referred to in the
first paragraph, on his behalf ensures compliance with the requirements imposed by or pursuant to this Act
administrator rules.

3.

If the investment institution or the third party also after the
efforts permanently does not ensure compliance with the provisions pursuant to this law at least
with regard to the manager, the manager reports this to the Netherlands Authority for the Financial Markets. The
The Netherlands Authority for the Financial Markets may decide that the manager concerned is no longer
may manage a particular investment institution.

4.

The Netherlands Authority for the Financial Markets informs the supervisory authority of the Member State in which
the manager offers units in the investment institution without delay
of the decision referred to in the third paragraph.

Article 4:37e
1.

The manager of an investment institution organizes its business operations in such a way that
measures can be taken to identify potential conflicts of interest,
prevent, control and monitor. The manager takes measures to prevent
the interests of investment institutions managed by it or their participants are
harmed by a conflict of interest.

2.

If it is not possible to avoid harmful effects of conflicts of interest on the
interests of participants, an administrator informs the potential participants
in an investment institution managed by him about the nature of possible
conflicts of interest. The manager conducts an adequate policy for dealing with
such conflicts of interest.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the provisions of the first and second paragraph.

Page 392

Article 4:37f
[Expired as of 18/03/2016]
Article 4:37g
[Expired as of 18/03/2016]
Article 4:37h
[Expired as of 18/03/2016]
Article 4:37i
[Expired as of 18/03/2016]
Article 4:37j
1.

Legal ownership of an investment fund's assets is held by
an entity whose sole statutory purpose is to retain legal title to the assets
of one or more investment funds, whether or not together with the custody and administration
of the assets.

2.

If, on the basis of the investment policy, there is a real risk that the assets of
the investment fund and equity of the entity that has legal ownership of the
assets will be insufficient to satisfy claims referred to in the
fifth paragraph, legal title to the assets of an investment fund is held
by an entity for the sole purpose of holding legal title to the
assets solely for the benefit of that investment fund, whether or not together with the custody
and administer the assets.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the first paragraph, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes which that paragraph is intended to
achieve otherwise.

4.
5.

The second paragraph does not apply to the assets of sub-funds.
The assets of an investment institution are separate assets that are exclusively
serves to settle claims arising from:
a. debts related to the management, custody and holding of the
legal ownership of the assets of the investment institution, and that according to the
information, as referred to in Article 4:37m, first paragraph, can be charged to the
capital of the investment institution; and.
b. rights of participation.

Page 393

6.

If the assets of an investment institution are insufficient upon liquidation for
payment of all claims, referred to in the fifth paragraph, the equity of the
investment institution to settle the claims in the order of the fifth paragraph.

7.

Notwithstanding the fifth paragraph, other claims are recoverable from the assets of
an investment institution if it is established that the claims referred to in the fifth paragraph will
can be satisfied and that in the future such claims will no longer be made
originate.

8.

If the claims referred to in the fifth paragraph are not entirely from the assets of the
investment institution can be satisfied, the assets of the entity that
legal title to the assets of the investment institution first holds in satisfaction of
the claims in order of the fifth paragraph and then of the other claims,
subject to other reasons of priority recognized by law.

Article 4:37k
1.

A manager of a Dutch investment institution:
a. has procedures relating to the valuation of the assets of the
managed Dutch investment institutions;
b. conducts at least once a year a valuation of the assets of the
managed Dutch investment institutions or ensures that a valuation of the
assets is performed by an external appraiser;
c. determines at least once a year the net asset value per unit in
the Dutch investment institutions managed by him;
d. ensures that in the articles of association or the fund regulations of the investment institution
state how the participants will be notified of the valuation,
referred to in part b, and the net asset value referred to in part c; and
e. informs the participants about the valuations, referred to in subparagraph b, and the
net asset value, referred to in part c, in accordance with the articles of association or the
fund regulations of the investment institution.

2.

If a manager of a Dutch investment institution has a valuation as
referred to in the first paragraph, under b, he complies with the requirements laid down by or pursuant to a general
administrative order rules.

3.

If an external appraiser provides a valuation as referred to in the first paragraph, under b,
performs, the manager of a Dutch investment institution that the external valuer
has appointed that the requirements laid down by or pursuant to an order in council have been complied with
rules to be set.

4.

If a Dutch manager of an investment institution uses an external appraiser
appoints, he shall inform the Netherlands Authority for the Financial Markets thereof.

5.

The Netherlands Authority for the Financial Markets may authorize the Dutch manager of a
require an investment institution:
a. to appoint another external valuer if the external valuer does not comply with the
rules to be determined by or pursuant to an order in council, referred to in the third
member; and
b. the procedures relating to the valuation of the assets of the
managed investment institutions and the valuations of the assets of the
have managed investment institutions audited by an external appraiser or

Page 394

auditor if the valuation is not performed by an independent external
appraiser.
6.

Rules are laid down by or pursuant to an order in council with regard to
to the valuation of the assets of the Dutch
investment institutions and the calculation of the net asset value per unit
in those investment institutions.

Article 4:37l
1.

If a manager of an investment institution of units in a by
investment institution managed by him in the Netherlands, he provides to investors before
they acquire those rights a prospectus about that investment institution.

2.

The manager of an investment institution updates the prospectus referred to in the
first paragraph, as soon as there is reason to do so.

3.

If an investment institution consists of sub-funds, the manager takes the specific
conditions applicable to a sub-fund in the prospectus of the investment institution.

4.

Rules are laid down by or pursuant to an order in council with regard to
to the prospectus referred to in the first paragraph.

5.

The first to fourth paragraphs do not apply to administrators of
investment institutions that manage investment institutions whose rights of
participation are negotiable and not charged to the assets at the request of the participants
be directly or indirectly repurchased or repaid, insofar as the investment institution
must draw up a prospectus pursuant to the section on the Supervision of the Conduct of Financial Markets.

Article 4:37m
1.

If a manager of an investment institution of units in a by
investment institution managed by him in the Netherlands, he provides to the participants in
information to be determined by the investment institution pursuant to the second paragraph.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the content of the information and the frequency of the provision of information.

Article 4:37n
A Dutch manager of an investment institution provides to the Netherlands Authority for the Financial
Markets the data to be determined by or pursuant to an order in council with
with regard to the way in which the manager manages investment institutions, the
investment institutions that he manages, the investments of the investment institutions and the
markets in which the investment institutions are active.
Article 4:37o
1.

A Dutch manager of an investment institution provides within six months
at the end of the financial year to the Netherlands Authority for the Financial Markets an annual report and a
board report of:
a. the European investment institutions managed by him; or
b. the investment institutions managed by him in which he has units
offers in a Member State.

Page 395

2.

A foreign investment institution manager provides within six months
at the end of the financial year to the Netherlands Authority for the Financial Markets an annual report and a
management report of the Dutch investment institutions managed by him.

3.

The annual accounts, referred to in the first and second paragraph, are drawn up in accordance with the
financial statements standards of:
a. the home Member State of the investment institution; and
b. the state that is not a Member State where the investment institution has its registered office.

4.

The annual accounts and the management report, referred to in the first and second paragraph, are
provided with a statement of fairness, issued by an accountant or
by an expert who, under the law of the state where the investment institution has its
has its registered office, is authorized to examine the annual accounts and the management report.

5.

Annual accounts and a management report, as referred to in paragraphs 1 and 2,
are provided to participants upon request.

6.

Rules are laid down by or pursuant to an order in council with regard to
to the provision and content of the annual accounts and the management report, referred to in the
first, second and fifth paragraph.

7.

The first to sixth paragraphs do not apply to administrators of
investment institutions that manage investment institutions whose rights of
participation are admitted to trading on a trading facility located or functioning in the Netherlands
regulated market and not at the request of the participants at the expense of the assets directly
or indirectly repurchased or reimbursed.

Article 4:37p
1.

Additional rules are laid down by or pursuant to an order in council with:
relating to business operations, information to investors and participants, information to
supervisory authorities, powers of supervisory authorities and adequate
treatment of participants. These additional rules apply to the extent that a
manager of an investment institution offers units of participation to nonprofessional investors in the Netherlands, unless the manager of an investment institution
offers units of participation:
a. which can only be acquired for an equivalent value of at least €100,000
per participant; or
b. that have a nominal value per right of at least €100,000.

2.

It may be determined by order in council that the Netherlands Authority for the Financial
Markets in accordance with rules to be set therein may grant an exemption from the
member rules.

Article 4:37pa
1.

2.

An investment company managed by a manager of a
investment institution whose license has been withdrawn or an investment company
whose license has been revoked, may at the request of the Netherlands Authority for the Financial Markets
be dissolved by the court.
The assets of an investment fund managed by a manager of a

Page 396

investment institution whose license has been revoked may, at the request of the Authority,
Financial Markets by one or more court-appointed liquidators within
be settled within a period to be determined by the court.
3.

An investment company or the assets of an investment fund can also be
request of the Netherlands Authority for the Financial Markets to be dissolved by the court
or by one or more liquidators to be appointed by the court within a
period to be determined by the court, if:
the license of the manager of the investment institution has been amended in such a way that it
license no longer extends to the management of the investment fund or the
investment company;
b. the investment institution or its manager:
1°.
has no activities within a period of twelve months after its incorporation
conducted;
2°.
has expressly indicated that the investment institution does not
will carry out activities;
3°.
its or its activities for a period of more than six
has been discontinued for months;
4°.
has apparently ceased to be an investment institution;
5°.
does not comply with this law; or
6°.
has not or not sufficiently implemented an instruction as
referred to in Article 1:75.

4.

The dissolution, referred to in the first or third paragraph, and the liquidation, referred to in the
second or third paragraph, shall not take place until after the decision to withdraw or amend
of the license has become irrevocable.

5.

This article only applies in the event that the units in the
investment institution or the investment company are offered to nonprofessional investors in the Netherlands.

§ 4.3.1.4.a. Information obligations for investment fund managers
regarding control or control of unlisted issuers
Article 4:37q
In this paragraph and the provisions based on it, if applicable in derogation
of Article 1:1, understood by:
a. share:
1°.

a negotiable share as referred to in Article 79, first paragraph, of Book 2 of
the Civil Code;
2°.
a negotiable share as referred to in Article 190(1) of Book 2 of
the Civil Code;
3°.
a certificate of a share or another with a certificate of a share
equivalent negotiable security;
4°.
any other person established by a legal person, company or institution under the
law of another Member State, negotiable securities issued equivalent to
set is with part 1°, 2° or 3°; or
5°.
a negotiable share as referred to in Article 4 of Regulation No.
1435/2003 (EC) of the Council of 22 July 2003 on the statute for a
European Cooperative Company (OJ 2003, L 207);
b. unlisted issuer: issuer with registered office in a Member State
no shares of which are admitted to trading on a regulated market;

Page 397

c. votes: votes that can be cast on shares;
d. threshold value: a percentage of the votes, reaching, exceeding
or undercut by an investment institution that holds or acquires shares, or
cast or acquire votes, creates an obligation for the administrator of the
investment institution to make a notification pursuant to Section 4:37s;
e. control: being able to exercise, directly or indirectly, more than 50 percent of
the voting rights in the general meeting of an unlisted issuer
institution;
f. shareholder: the person who holds shares in a non-listed issuer
loves and whose name and address:
1°.
be known to the manager of an investment institution;
2°.
may be made available to the administrator by the nonlisted issuer; or
3°.
are included in a register to which the administrator has or can access
to get.
Article 4:37r
1.

This paragraph only applies to the Dutch manager of a
investment institution that:
a. manages one or more investment institutions that, alone or jointly, operate
under an agreement to that effect, obtain control in a nonlisted issuer; or
b. cooperates under an agreement with another manager of a
collective investment scheme and the investment institutions managed by them
obtain in a non-listed issuer.

2.

Notwithstanding the first paragraph, Article 4:37s also applies to the Dutch
manager of an investment institution that:
a. manages one or more investment institutions that operate alone or jointly
under an agreement to that effect, acquire control of a nonlisted issuer; or
b. cooperates under an agreement with another manager of a
investment institution and the collective investment institutions managed by them
acquiring control of an unlisted issuer.

3.

This paragraph does not apply if the relevant unlisted
issuer:
a. has fewer than 250 employees and an annual turnover of less than €50
million or has an annual balance sheet total of less than €43 million; or
b. an entity formed for the special purpose of purchasing, holding or managing
real estate.

Article 4:37s
1.

2.

If an investment institution acquires or loses control over votes in a
unlisted issuer giving the percentage of votes
that the investment institution has at its disposal reaches, exceeds or
falls below the limit, the manager reports that as soon as possible, but at the latest within ten
working days to the Netherlands Authority for the Financial Markets.
The threshold values, referred to in the first paragraph, are: 10 percent, 20 percent, 30 percent,

Page 398

50 percent and 75 percent.
3.

Rules may be laid down by or pursuant to an order in council with
with regard to the data that must be provided in a notification as referred to in this article
provided and the manner of reporting.

Article 4:37t
1.

The manager of an investment institution proposes, if a managed by him
investment institution obtains control in a non-listed issuer, the
shareholders, the Netherlands Authority for the Financial Markets and the unlisted issuer
institution thereof as soon as possible but at the latest within ten working days. At the
notification, the manager provides the information to be issued by or pursuant to an order in council
determine data.

2.

The manager of an investment institution keeps, if a managed by him
investment institution obtains control in a non-listed issuer, for
the shareholders, the Netherlands Authority for the Financial Markets and the unlisted issuer
institution the following information is available:
a. the identity of the administrator;
b. the policy for the prevention and management of conflicts of interest; and
c. the communication policy regarding the unlisted
issuer and in particular with regard to the employees of the
relevant unlisted issuer.

3.

The manager of an investment institution will do if a managed by him/her
investment institution obtains control in a non-listed issuer, a
notification or ensures that the investment institution notifies the
shareholders and the unlisted issuer with regard to the:
a. intentions of the investment institution regarding the future of the unlisted
issuer; and
b. foreseeable consequences for the retention of employees and directors
of the unlisted issuer, including potential significant
changes in the employment conditions, if the intentions referred to under a
executed.

4.

The manager of an investment institution requests if a
investment institution obtains control in a non-listed issuer, the
board of the unlisted issuer to represent the representatives of the
employees of the unlisted issuer or, failing that,
representatives, to inform the employees themselves without delay of the acquisition
of control by the investment institution and the information referred to in the first to
third member.

5.

The manager of an investment institution provides, if a managed by him
investment institution obtains control in a non-listed issuer to
the Netherlands Authority for the Financial Markets and the participants of the investment institution, information
about the method of financing the acquisition of control by the investment institution.

Article 4:37u
1.

If an investment institution acquires control in a non-listed issuer

Page 399

institution:
a. the investment institution's manager requests the unlisted issuer
institution submits a management report within the period applicable under applicable law
and to determine therein the by or pursuant to an order in council
data and requests the board of the unlisted issuer
institution to make the management report available to the representatives of the
employees of the unlisted issuer or, failing that,
representatives, to the employees themselves; or
b. the manager of the investment institution takes the
information to be determined by the board, referred to in subparagraph a, in the annual accounts and the
management report of the investment institution, referred to in Section 4:37o.
2.

If the first paragraph, under a, has been applied, the manager of the
investment institution the management report referred to in the first paragraph, under a, ter
decision to the participants of the investment institution within six months after expiry
of the financial year, but no later than the period applicable under applicable law for
preparing the management report of the unlisted issuer.

3.

If the first paragraph, part b, has been applied, the administrator of the
investment institution the board of the unlisted issuer the
data, referred to in the first paragraph, under b, within six months after the end of the
financial year to the representatives of the employees of the
unlisted issuer or, in the absence of such representatives,
to the employees themselves.

Article 4:37v
1.

For 24 months from the time an investment institution checks
acquires in a non-listed issuer, the manager of the
investment institution refrains from promoting, supporting or instructing the following
legal acts by the unlisted issuer:
a. profit distributions, if:
1°.
at the closing date of the previous financial year the shareholders' equity of
the unlisted issuer, as reflected in the financial statements, is
decreased or would fall as a result of the distribution below the amount of the
capital, increased by the reserves that are not allowed by law or the articles of association
be distributed, on the understanding that the issued capital is reduced
with the amount of the part thereof not yet to be deposited, when
this part is not recognized as an asset on the balance sheet; and
2°.
the payment is higher than the amount of the results of the last concluded
financial year, plus the profits brought forward and the amounts
withdrawn from the reserves available for that purpose and less the
loss carried forward and with the loss pursuant to law or by statute to the reserves
added amounts;
b. capital reduction, unless the purpose of the capital reduction is to absorb losses
clear or include amounts in a reserve, provided that such reserve is at least
as a result of the deposit does not exceed ten percent of the amount of the
reduced subscribed capital;
c. repayment on shares;
d. acquisition of treasury shares, including any previously acquired shares
that the unlisted issuer holds in its portfolio and shares that
by a person in his own name but on behalf of the unlisted
issuer have been obtained, causing shareholders' equity to fall below the

Page 400

amount referred to under a, under 1°.
2.

The first paragraph, under d, does not apply to shares that: a.
a. transfer to the company by universal title;
b. are fully paid up and are acquired free of charge or financial undertakings become
obtained as a commission upon purchase;
c. obtained pursuant to a legal obligation or a court decision
to protect minority shareholders, in the in
in particular in the event of mergers, changes in the object or legal form of the company,
transfer of seat abroad or when restrictions of the
transferability of shares;
d. which are obtained from a shareholder because they are not fully paid up;
e. which are acquired in order to obtain minority shareholders in
to indemnify affiliated companies;
f. which are fully paid up and which are obtained through a judicial sale taking place
to settle a debt owed by the owner of those shares to the company; or
g. which are fully paid up and which are issued by an investment company with a fixed
capital within the meaning of Article 15, fourth paragraph, second sentence of Directive No. 1977/91/EEC of
the Council of the European Communities of 13 December 1976 on the
incorporation of the limited liability company and which are at the request of the investors
acquired by this investment company or an affiliated company
(PbEU 1977, L026). Article 15, fourth paragraph, third subparagraph, under a, of Directive 1977/91/
EEC applies. These acquisitions must not result in the proprietary
capital falls below the amount of the subscribed capital, plus the
reserves that may not be distributed by law.

3.

If the manager of the investment institution on behalf of the investment institution
has the right to vote in meetings of the governing bodies of the unlisted
issuer, the administrator votes for 24 months from the time tijdstip
the investment institution does not gain control over the unlisted issuer
for profit distributions, capital reductions, redemption of shares and acquisition of
own shares as referred to in paragraphs 1 and 2 by the unlisted
issuer.

4.

For 24 months from the time an investment institution checks
acquires in a non-listed issuer the manager of the
investment institution undertakes to make profit distributions, capital reductions, repayments on
shares and acquisition of own shares as referred to in paragraphs 1 and 2 by the
unlisted issuer.

§ 4.3.1.4.b. Information obligations for investment fund managers
on control in issuers
Article 4:37w
In this paragraph and the provisions based on it, if applicable in derogation
of Article 1:1, understood by:
a. share:
1°.

a negotiable share as referred to in Article 79, first paragraph, of Book 2 of

the Civil Code;
2°.
a certificate of a share or another with a certificate of a share
equivalent negotiable security; or
3°.
any other person established by a legal person, company or institution under the

Page 401

negotiable securities issued by the law of another Member State that are equivalent to
set is with part 1° or 2°;
b. issuer: issuer with its registered office in a Member State of which
shares are admitted to trading on a regulated market;
c. control: being able to directly or indirectly exercise the percentage
voting rights in a general meeting of an issuer that is held by the
Member State where the issuer has its registered office
in accordance with article 5, third paragraph, directive no. 2004/25/EC of the European Parliament
and the Council of 21 April 2004 on the public takeover bid (OJEU 2004, L
142);
d. shareholder: the person who holds shares in an issuer and whose
name and address:
1°.
be known to the manager of an investment institution;
2°.
may be made available to the administrator by the issuing
institution; or
3°.
are included in a register to which the administrator has or can access
to get.
Article 4:37x
1.

This paragraph only applies to the Dutch manager of a
investment institution that:
a. manages one or more investment institutions that, alone or jointly, operate
under an agreement to that effect, obtain control in an issuing
institution; or
b. cooperates under an agreement with another manager of a
collective investment scheme and the investment institutions managed by them
obtain from an issuer.

2.

This paragraph does not apply if the relevant issuer:
a. has fewer than 250 employees and an annual turnover of less than €50
million or has an annual balance sheet total of less than €43 million; or
b. is an entity formed for the special purpose of purchasing, holding or managing
real estate.

Article 4:37y
1.

The manager of an investment institution keeps, if a managed by him
investment institution obtains control in an issuer, for the shareholders,
the Netherlands Authority for the Financial Markets and the issuer the following information
available:
a. the identity of the administrator;
b. the policy for the prevention and management of conflicts of interest; and
c. the policy on communication with regard to the issuer and with
in particular with regard to the employees of the relevant issuer.

2.

The manager of an investment institution requests, if a
investment institution obtains control over an issuer, the board of the
issuer to provide the representatives of the issuer's employees
institution or, in the absence of such representatives, the employees themselves without delay on the
to inform them of the acquisition of control by the investment institution and the information,

Page 402

referred to in the first paragraph.
Article 4:37z
1.

For 24 months from the time an investment institution checks
obtains in an issuing institution, the manager of the investment institution refrains from
of promoting, supporting or instructing the following legal acts by the
issuer:
a. profit distributions, if:
1°.
at the closing date of the previous financial year the shareholders' equity of
the issuer, as evidenced by the financial statements, has fallen or, as a result of the
distribution would fall below the amount of the issued capital, plus
the reserves that may not be distributed by virtue of the law or the articles of association, with
provided that the issued capital is reduced by the amount of the van
part of it not yet required to be paid up, when this part is not considered an asset
included in the balance sheet; and
2°.
the payment is higher than the amount of the results of the last concluded
financial year, plus the profits brought forward and the amounts
withdrawn from the reserves available for that purpose and less the
loss carried forward and with the loss pursuant to law or by statute to the reserves
added amounts;
b. capital reduction, unless the purpose of the capital reduction is to absorb losses
clear or include amounts in a reserve, provided that such reserve is at least
as a result of the deposit does not exceed ten percent of the amount of the
reduced subscribed capital;
c. repayment on shares;
d. acquisition of treasury shares, including any previously acquired shares
that the issuer holds in its portfolio and shares held by a person in
own name but on behalf of the issuer, which means that the
equity falls below the amount referred to under a, under 1°.

2.

The first paragraph, under d, does not apply to shares that: a.
a. transfer to the company by universal title;
b. are fully paid up and are acquired free of charge or financial undertakings become
obtained as a commission upon purchase;
c. obtained pursuant to a legal obligation or a court decision
to protect minority shareholders, in the in
in particular in the event of mergers, changes in the object or legal form of the company,
transfer of seat abroad or when restrictions of the
transferability of shares;
d. which are obtained from a shareholder because they are not fully paid up;
e. which are acquired in order to obtain minority shareholders in
to indemnify affiliated companies;
f. which are fully paid up and which are obtained through a judicial sale taking place
to settle a debt owed by the owner of those shares to the company; or
g. which are fully paid up and which are issued by an investment company with a fixed
capital within the meaning of Article 15, fourth paragraph, second sentence of Directive No. 1977/91/EEC of
the Council of the European Communities of 13 December 1976 on the
incorporation of the limited liability company and which are at the request of the investors
acquired by this investment company or an affiliated company
(PbEU 1977, L026). Article 15, fourth paragraph, third subparagraph, under a, of Directive 1977/91/
EEC applies. These acquisitions must not result in the proprietary
capital falls below the amount of the subscribed capital, plus the

Page 403

reserves that may not be distributed by law.
3.

If the manager of the investment institution on behalf of the investment institution
has the right to vote in meetings of the bodies of the unlisted issuer
institution, the administrator votes for 24 months from the time the
investment institution does not obtain control over the issuing institution for profit distributions,
capital reductions, redemption of shares and acquisition of treasury shares as
referred to in paragraphs 1 and 2 by the issuing institution.

4.

For 24 months from the time an investment institution checks
obtains from an issuing institution, the manager of the investment institution makes every effort
to make profit distributions, capital reductions, share repayments and acquisitions of
own shares as referred to in paragraphs 1 and 2 to be issued by the issuing institution
obstruct.

§ 4.3.1.4.c. Units of a UCITS
Article 4:38
1.

This paragraph, with the exception of Articles 4:53, opening words and part b, and 4:62,
does not apply to administrators having their registered office in another Member State who, through the
of services institutions for collective investment in securities with registered office in the Netherlands
manage or participate in undertakings for collective investment in securities in
Netherlands, undertakings for collective investment in securities having their registered office in a
other Member State and any depositaries associated with those institutions.

2.

This paragraph, with the exception of Articles 4:53, opening words and part b, 4:59a to
and with 4:59e and 4:62, does not apply to administrators established in another Member State
that manage UCITS with registered office in the Netherlands from a branch office located in the Netherlands, or
offer units in UCITS in the Netherlands.

Article 4:39
At least two natural persons determine the day-to-day policy of a manager of a
UCITS, collective investment company in securities, custodian of a UCITS or
pension custodian.
Article 4:40
The persons who implement the day-to-day policy of a manager of a UCITS or company
collective investment in securities with registered office in the Netherlands, carry out their activities
in connection therewith from the Netherlands.
Article 4:41
[Expired as of 22-07-2013]
Article 4:42
A UCITS manager is a legal person.
Article 4:43
[Expired as of 18/03/2016]

Page 404

Article 4:44
1.

Legal ownership of the assets of a collective investment fund in
securities is held by an entity for the sole purpose of holding the securities
legal ownership of the assets of one or more collective investment funds in
securities, whether or not together with the custody and administration of the assets.

2.

If, on the basis of the investment policy, there is a real risk that the assets of
the fund for collective investment in securities and the equity of the entity that
legal title to the assets will be insufficient to satisfy
claims as referred to in Section 4:45(1), the legal title of the assets becomes
of a fund for collective investment in securities held by an entity whose sole
statutory purpose of holding legal title to the assets solely for the purpose of
of that fund, whether or not together with the custody and administration of the assets.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the first paragraph, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes which that paragraph is intended to
achieve otherwise.

4.
5.

The second paragraph does not apply to the assets of sub-funds.
The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the first paragraph if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes which that member seeks to achieve
be achieved otherwise.

Article 4:45
1.

The assets of a UCITS are separate assets for the sole purpose of
payment of claims arising from:
a. debts related to the management, custody and holding of the
legal title to the assets of the UCITS, and that according to the information referred to in
Article 4:22, first paragraph, can be charged to the assets of the UCITS;
and
b. rights of participation.

2.

If the assets of a UCITS at liquidation are insufficient to satisfy the
receivables, the assets of the UCITS must be used to settle the receivables in the
order of the first paragraph.

3.

Notwithstanding the first paragraph, other claims are recoverable from the assets of
a UCITS if it is established that the claims referred to in the first paragraph can be
and that no such claims will arise in the future.

4.

If the claims referred to in the first paragraph are not wholly out of the assets of the
UCITS can be met, the equity of the entity providing the legal
owns the assets of the UCITS first to settle the claims in the
order of the first paragraph and then of the other claims, except for the
law recognized other reasons of precedence.

Article 4:46

Page 405

1.

A UCITS manager has a website.

2.

The administrator arranges information on the website, insofar as relevant, per individual
UCITS managed by him.

3.

The administrator states the address of the website in the prospectus, referred to in Article
4:49, first paragraph, in the half-year figures and in the management report of the manager and the
UCITS managed by him, as referred to in Article 4:51, first and second paragraph.

4.

If the administrator pursuant to this law to make available or to provide
publish information on its website or otherwise make it available in electronic form,
he shall also state that a copy of that information will be provided upon request and, if
applicable, what costs are involved.

Article 4:46a
1.

Whenever a UCITS offers, sells, buys or buys units
repays, the manager of a UCITS determines the net asset value of the rights of
participation and publish it without delay on its website, stating the
time at which the determination of the net asset value took place.

2.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, waive the obligation to publish the net asset value,
if the applicant demonstrates that this cannot reasonably be complied with and that the
purposes intended to be achieved by that obligation are otherwise achieved.

Article 4:47
1.

A UCITS manager has on its website the terms and conditions that apply between a
UCITS managed by it and its participants.

2.

A UCITS manager makes a proposal to change the terms and conditions if
referred to in the first paragraph known in an advertisement in a nationally distributed Dutch
newspaper or to the address of each participant as well as on his website. The administrator of
a UCITS explains the proposal to change the terms and conditions on its website. Simultaneously
with the publication of the proposed amendment, the manager of a UCITS
Netherlands Authority for the Financial Markets of this. By order in council,
rules have been set with regard to the content of the advertisement and the explanation on the website
of a UCITS manager.

3.

A UCITS manager makes an amendment to the terms and conditions referred to in the
first member known in an advertisement in a nationally distributed Dutch newspaper or at the
address of each participant as well as on his website insofar as this change deviates from the
proposal referred to in the second paragraph. The manager of a UCITS informs the amendment of the
terms and conditions on its website. Simultaneously with the announcement of the amendment, the
manager of a UCITS shall notify the Netherlands Authority for the Financial Markets thereof.

4.

If, as a result of the amendment of the conditions referred to in the first paragraph, rights or
securities of the participants are reduced or burdens are paid to the participants
imposed, the change will not be invoked against the participants before one month has passed
expired after the announcement, referred to in the second paragraph, and the participants can enter
resign during this period under the usual conditions.

5.

If, as a result of the amendment of the conditions referred to in the first paragraph, the
investment policy of the UCITS is changed, the change will not be implemented until a

Page 406

month has passed after the announcement referred to in the second paragraph, and the
participants withdraw under the usual conditions within this period.
6.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, granting exemption from the second paragraph, first sentence, the third paragraph, first
sentence, the fourth or fifth paragraph, if the applicant demonstrates that this is not reasonably
can be met and that the purposes intended to be achieved by that obligation
be achieved otherwise.

Article 4:48
1.

A UCITS manager has a registration document available on its website
which includes information about the manager, the UCITS it manages or intends to
is to be managed and any associated custodians.

2.

Rules are laid down by order in council with regard to the
information that the registration document must contain as a minimum.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the first paragraph, if the applicant demonstrates that
this cannot reasonably be met and that the purposes intended by paragraph 1
to be achieved otherwise.

Article 4:49
1.

2.

A UCITS manager has a prospectus available on its website about each
UCITS managed by him.
The prospectus contains at least:
a. the information necessary for investors to form an opinion about the over
UCITS and the associated costs and risks;
b. a statement from the manager of a UCITS that he himself, the UCITS and any
associated depositary comply with the rules laid down by or pursuant to this Act deze
and that the prospectus complies with the rules laid down by or pursuant to this Act;
c. a statement from an accountant, stating his name and office address,
that the prospectus contains the information prescribed under this Act;
d. the registration document of the manager of a UCITS, as referred to in Article 4:48, first
member; and
e. other data to be determined by order in council, which are collected by or pursuant to
be included in the prospectus in a manner to be determined by order in council.

3.

If a UCITS consists of sub-funds, the manager of a UCITS takes the specific
conditions applicable to a sub-fund in the prospectus of the UCITS.

4.

A UCITS manager updates the information contained in the prospectus
included as soon as there is reason to do so.

5.

The Netherlands Authority for the Financial Markets may require that the prospectus be published in one or more
languages ​to be determined by it, if, in view of the intended
distribution of the prospectus, is necessary for adequate disclosure adequate
to the public.

6.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the first or third paragraph, as well as from pursuant to the

Page 407

second paragraph, if the applicant demonstrates that this cannot reasonably be
fulfilled and that the purposes which paragraph 1 is intended to achieve are otherwise achieved.
Article 4:50
1.

A UCITS manager shall provide at least two weeks before rights of
participation in a UCITS managed by it are offered to the Netherlands Authority for the Financial Markets
Markets for the purpose of including the UCITS in the register, referred to in Section 1:107, de
following data:
a. the name and address of the manager of the UCITS;
b. the name and address of the UCITS;
c. if applicable: the names of the persons responsible for the day-to-day policy of the
company for collective investment in securities, the names of the persons
that determine or contribute to the policy of the company for collective investment in securities
and the names of the persons who are part of a body in charge
with the supervision of the policy and the general affairs of the company for
collective investment in securities;
d. the name and address of any depositary associated with the UCITS;
e. the method of purchasing and selling units;
f. a description of the investment policy of the UCITS;
g. the possible listing on a regulated market;
h. the intended date of offering the units; and
i. if applicable: the fund rules of the fund for collective investment in
effects.

2.

The manager of a UCITS shall, when offering the units or
the written announcement that the units will be offered, the
prospectus, referred to in Article 4:49, the fund rules or the articles of association of the UCITS and, for
to the extent made public, the financial statements of the UCITS for the two preceding years
generally available free of charge and publishes this information on its website. in every
announcement in which these units are offered, the
places where the prospectus is available to the public.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the second paragraph, if the applicant demonstrates that
it cannot reasonably be fulfilled and that the purposes which that paragraph is intended to
achieve otherwise.

Article 4:51
1.

A manager of a UCITS or UCITS provides within four months of the expiry of the
financial year to the Netherlands Authority for the Financial Markets annual accounts, a management report and
other information as referred to in Articles 361, first paragraph, 391, first paragraph, or
392, first paragraph, parts a to h, of Book 2 of the Dutch Civil Code.

2.

A manager of a UCITS or UCITS provides within nine weeks of the expiry of the
first half of the financial year half-year figures to the Netherlands Authority for the Financial Markets.

3.

The manager of a UCITS or UCITS prepares the annual accounts, the management report and the
other data, referred to in the first paragraph, and the half-year figures, referred to in the second paragraph, on
in accordance with Title 9 of Book 2 of the Dutch Civil Code, with the exception of
Article 396, seventh paragraph, of Book 2 of the Civil Code, insofar as it is the exemption
of the obligation referred to in Section 393(1) of Book 2 of the Dutch Civil Code,
concerned, and Article 403 of Book 2 of the Dutch Civil Code insofar as it is an administrator

Page 408

of a UCITS.
4.

If a UCITS consists of sub-funds, the manager of a UCITS or the UCITS takes the
relevant financial data relating to the sub-funds in the financial statements, the
management report and the other information referred to in the first paragraph, and the half-year figures,
referred to in paragraph 2 of the UCITS.

5.

Rules are laid down by or pursuant to an order in council with regard to
to the provision and content of the annual accounts, the management report and the other
data, referred to in the first paragraph, and of the half-year figures, referred to in the second paragraph.

6.

Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the
Netherlands Authority for the Financial Markets on request in whole or in part, whether or not for certain
time, grant exemption from the first, second or third paragraph or from the obligation on the basis of the fifth
paragraph, if the applicant demonstrates that this cannot reasonably be
fulfilled and that the purposes which this article is intended to achieve are otherwise achieved.

Article 4:52
1.

A manager of a UCITS or UCITS shall, within four months of the expiry of the
financial year the annual accounts, the management report and the other information referred to in Article
4:51, first paragraph, public.

2.

A manager of a UCITS or UCITS makes a statement within nine weeks of the end of the first
half of the financial year, the half-year figures referred to in Article 4:51, second paragraph, are made public.

3.

Rules are laid down by or pursuant to an order in council with regard to
to the publication of the annual accounts, the management report and other information,
referred to in the first paragraph, and of the half-year figures referred to in the second paragraph.

4.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, granting exemption from the first or second paragraph or granting it pursuant to the third paragraph
paragraph, if the applicant demonstrates that this cannot reasonably be
fulfilled and that the purposes which this article is intended to achieve are otherwise achieved.

Article 4:52a
At least once a year an independent expert carries out a valuation of the
assets of a UCITS other than financial instruments admitted to trading on a
regulated market, a multilateral trading facility or a regulated market
market or multilateral trading facility comparable system from a non-Member State.
Article 4:52b
[Expired as of 22-07-2013]
Article 4:53
If the name of a manager of a UCITS or a
UCITS risk of confusion or misleading, the Netherlands Authority for the Financial Markets
require the manager of a UCITS or the UCITS, respectively:
a. changes the name; or
b. add an explanatory statement to the name.

Page 409

Article 4:54
1.

A company for collective investment in securities managed by a
manager of a UCITS whose authorization has been revoked or a company for
collective investment in securities whose authorization has been revoked, may be made at the request of
the Netherlands Authority for the Financial Markets be dissolved by the court.

2.

The assets of a collective investment fund under management
by a manager of a UCITS whose authorization has been withdrawn, at the request of
the Netherlands Authority for the Financial Markets by one or more to be designated by the court
liquidators are liquidated within a period to be determined by the court.

3.

A company for collective investment in securities or the assets of a fund
for collective investment in securities, at the request of the Netherlands Authority for the Financial
Markets are dissolved by the court respectively by one or more by the
liquidators to be appointed by the court within a period to be determined by the court
be liquidated if:
a. the authorization of the manager of the UCITS has been amended in such a way that that authorization is not
longer extends to the management of the fund for collective investment in securities or the of
collective investment company in securities;
b. the UCITS or its manager:
1°.
has no activities within a period of twelve months after its incorporation
conducted;
2°.
has expressly stated that the UCITS will not engage in any activity;
3°.
its or its activities for a period of more than six
has been discontinued for months;
4°.
has apparently ceased to be a UCITS;
5°.
does not comply with this law; or
6°.
has not or not sufficiently implemented an instruction as
referred to in Article 1:75.

4.

The dissolution, referred to in the first or third paragraph, and the liquidation, referred to in the
second or third paragraph, shall not take place until after the decision to withdraw or amend
of the license has become irrevocable.

Article 4:55
If a UCITS manager undertakes the redemption or redemption of units in a
UCITS managed by it, it shall notify the supervisory authority of each Member State in which
the units of the UCITS are traded, without delay.
Article 4:55a
[Expired as of 22-07-2013]
Article 4:55b
If a manager of a master UCITS cancels the redemption, redemption or registration of rights
temporarily suspends participation in a master UCITS managed by it, a manager of
a feeder UCITS, without prejudice to Article 4:55, decisions during the same period for the purchase, redemption
or suspend the subscription of units in the feeder UCITS it manages.
Article 4:56

Page 410

[Expired as of 18/03/2016]
Article 4:57
[Expired as of 18/03/2016]
Article 4:57a
[Expired as of 18/03/2016]
Article 4:57b
[Expired as of 18/03/2016]
Article 4:57c
1.

If a master UCITS and a feeder UCITS have different auditors, the
accountants an agreement to exchange information.

2.

An auditor of a feeder UCITS shall include in his audit report the
audit report of the master UCITS. If the closing date of the financial year of the
master UCITS differs from the fiscal year cut-off date of the feeder UCITS, the
auditor of the master UCITS prepares an ad hoc report, the closing date of which is the same
at the closing date of the feeder UCITS' financial year.

3.

A feeder UCITS auditor shall state in his audit report:
the irregularities found by him in the audit report of the
master UCITS; and
b. the consequences of these irregularities for the feeder UCITS.

4.

An accountant as referred to in the first paragraph is not liable for a limitation of
the disclosure of information to the other auditor because of a contractual restriction that
arises from an agreement with third parties or is determined pursuant to the law.

5.

Rules may be laid down by or pursuant to an order in council with
with regard to the agreement referred to in the first paragraph.

Article 4:58
A company for collective investment in securities has a separate manager unless the
company has equity capital of at least €300,000.
Article 4:59
A UCITS manager has its registered office in a Member State.
Article 4:59a
1.

A UCITS manager has an adequate policy to prevent
conflicts of interest.

2.

A UCITS manager ensures that the UCITS and the
unit-holders of the UCITS it manages are treated fairly in the event

Page 411

that a conflict of interest appears to be unavoidable.
3.

Rules may be laid down by or pursuant to an order in council with
with regard to the policy referred to in the first paragraph.

Article 4:59b
1.

A UCITS manager will act honestly, fairly and professionally for the
UCITS managed by it and the unit-holders of UCITS managed by it and remember
engage in conduct that is detrimental to the integrity of the market.

2.

Rules may be laid down by or pursuant to an order in council with
relating to the processing of orders, the provision of information to participants about
the executed orders for subscription, purchase or repayment of rights of
participation and providing or receiving any remuneration or consideration in any form
whatsoever, in connection with investment management and administration.

Article 4:59c
1.

When executing orders on behalf of UCITS, a UCITS manager takes all
reasonable steps to obtain the best possible result for the UCITS it manages
achievement, taking into account the price, cost, speed, probability of
execution and settlement, the size and nature of the order and all others for the
execution of the order relevant aspects.

2.

In determining the relative weight of the factors referred to in the first paragraph,
the manager of a UCITS considers the following aspects:
a. the objectives, investment strategy and risks related to the UCITS, such as
included in the prospectus, the articles of association or the fund rules of the relevant
UCITS;
b. the characteristics of the order;
c. the characteristics of the financial instruments to which the order relates; and
d. the characteristics of the execution venues where the order may be placed.

3.

In order to comply with paragraph 1, a manager of a UCITS shall provide adequate
regulations and monitors compliance with these regulations. An administrator of a
UCITS shall in any event adopt a policy that enables it to execute orders
achieve the best possible result for the UCITS it manages.

4.

Execution of an order is only started after the agreement of the
company for collective investment in securities with the order execution policy.

5.

A UCITS manager shall notify the unit-holders of the UCITS of the
order execution policy and about material changes thereto.

6.

A UCITS manager periodically monitors the effectiveness of its
execution arrangements and order execution policies to identify and remedy deficiencies
correct. The order execution policy is reviewed annually. Such an evaluation
is also performed whenever there is a material change in the
capabilities of a UCITS manager to achieve the best possible result
for the UCITS it manages.

7.

A UCITS manager ensures that it can demonstrate that the orders it

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on behalf of the UCITS are in accordance with the order execution policy.
Article 4:59d
1.

A UCITS manager takes all reasonable steps to obtain the best possible
result to be obtained for the UCITS it manages when placing orders with
relating to financial instruments with third parties. Taking into account the factors,
referred to in Article 4:59c, first paragraph, and the relative importance of these factors that is
determined on the basis of the criteria referred to in Article 4:59c, second paragraph.

2.

The manager of a UCITS establishes a policy that enables it to comply with the
first member. The policy identifies third parties for all categories of financial instruments
named with whom the orders are placed. The said third parties must have
order execution arrangements that enable the manager of a UCITS to fulfill its obligations
under this article when he places orders for execution with these third parties.

3.

The manager of a UCITS provides sufficient information to the unit-holders of the UCITS
on the policy adopted in accordance with paragraph 2 and on material changes
of that.

4.

The manager of a UCITS periodically monitors the effectiveness of the
policy, referred to in the second paragraph, and in particular with regard to the quality of implementation of the policy in
mentioned third parties and, where appropriate, corrects any shortcomings.

5.

The manager of a UCITS annually evaluates the adopted policy, referred to in the
second paragraph, and in particular the quality of the execution of UCITS orders by the
third parties mentioned in this policy and corrects any shortcomings in the policy.

Such an evaluation is also carried out whenever a substantial change occurs
within the capabilities of a UCITS manager to always do the best possible
performance for the UCITS it manages.
6.

The manager of a UCITS ensures that it can demonstrate that the orders it
on behalf of the UCITS, are in accordance with the policy referred to in the
second member.

Article 4:59e
1.

A UCITS manager shall apply procedures and arrangements that provide an immediate,
ensure fair and expeditious execution of orders on behalf of the UCITS.

2.

Rules are laid down by or pursuant to an order in council with regard to
to the procedures and regulations referred to in the first paragraph.

Article 4:60
1.

The statutory or regulatory purpose of a UCITS is solely to invest with
application of the principle of risk-spreading in an order in council
point out financial instruments.

2.

The units of a UCITS are sold without restrictions in the Netherlands
offered and are at the request of a participant directly or indirectly at the expense of the
assets of the UCITS redeemed or redeemed.

3.

A UCITS is prohibited from amending its articles of association or regulations in such a way that it does not

Page 413

more satisfies the first and second paragraphs.
4.

An amendment to the articles of association or regulations as referred to in the third paragraph is null and void. On
At the request of the Public Prosecution Service, the judge appoints an administrator with the power
to undo the consequences of the void act.

5.

In undoing the consequences of the void act, the
administrator also in the interest of the participants in the UCITS.

Article 4:61
1.

Further rules will be laid down by order in council with regard to the
business operations and provision of information by UCITS and by or pursuant to general
Administrative Order lays down rules with regard to investment by UCITS.

2.

It may be determined by order in council that the Netherlands Authority for the Financial
Markets may grant an exemption in accordance with rules to be set from the
first paragraph with regard to investment by collective investment schemes
investment in securities.

Article 4:61a
1.

A master UCITS declares its intention to liquidate to its unit-holders and
to the supervisory authority of the Member State of the registered office of the feeder UCITS.

2.

The master UCITS will not be liquidated until three months have elapsed after the
publication referred to in the first paragraph.

3.

If a master UCITS with its registered office in the Netherlands or with its registered office in another Member State is
liquidated, a feeder UCITS is also liquidated, unless the Netherlands Authority for the Financial
Markets agrees to an investment of the feeder UCITS as referred to in the fourth paragraph.

4.

If a master UCITS is liquidated, a feeder UCITS may, with the consent of the
Netherlands Authority for the Financial Markets:
a. invest at least 85 percent of its assets under management in units
in another master UCITS; or
b. amend its articles of association or fund rules in such a way that it is converted into a UCITS not
being a feeder UCITS.

5.

Rules may be laid down by or pursuant to an order in council with
with regard to the procedure to be followed for obtaining consent, referred to in the
fourth member.

Article 4:61b
1.

If a master UCITS merges with another UCITS or is split into two or more
UCITS, a feeder UCITS is liquidated unless the Netherlands Authority for the Financial Markets agrees
the intention of the feeder UCITS to:
a. to invest at least 85 percent of its assets under management in rights of
holding in a master UCITS or other UCITS created as a result of the merger or
cleavage;
b. invest at least 85 percent of its assets under management in rights of
participation in a master UCITS not created as a result of the merger or demerger; or

Page 414

c. amend its articles of association or fund rules in such a way that it is converted into a UCITS,
not being a feeder UCITS.
2.

If the feeder UCITS takes a decision as referred to in the first paragraph, part b or c,
the master UCITS gives the feeder UCITS the opportunity to
split the units of the master UCITS for redemption or redemption to the
master UCITS.

3.

A Vanishing Master UCITS is issued 60 days prior to its intended Effective Date
of the merger or demerger, information about the proposed merger, taking into account the
pursuant to Article 4:62g, first paragraph, determined or comparable
information about the intended demerger to its participants and to the supervisory authorities
authority of the Member State of the seat of its feeder UCITS.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the procedure to be followed for obtaining consent to the intention,
referred to in the first paragraph.

Article 4:62
1.

A manager of a UCITS offering units in the Netherlands in a
UCITS managed by it with its registered office in another Member State compiles the data and
documents relating to that UCITS that it is required to disclose in accordance with the
rules, made available by the other Member State. The data and documents will be
provided in the manner determined pursuant to this Act.

2.

The key investor information, as referred to in Article 78(1) of the Directive
undertakings for collective investment in securities, is provided in the Dutch or
other language approved by the Netherlands Authority for the Financial Markets.

3.

The data and documents referred to in the first paragraph, with the exception of the
key investor information, are provided in the Dutch language, another by the
Authority for the Financial Markets approved language or in a language used in the international
common in financial circles.

4.

The manager referred to in the first paragraph, with due observance of the applicable
Dutch legal provisions take care of the benefits on, the purchase of or repayment
to the units in the Netherlands.

§ 4.3.1.4d. Merger between UCITS
Article 4:62a
A domestic and cross-border merger can take place by a legal act of
two or more UCITS where:
a. an existing UCITS under universal title all the assets and liabilities of the disappearing UCITS
acquires and whereby the participants of the disappearing UCITS share units
acquire in the acquiring UCITS, possibly with an additional payment of up to ten
percent of the net asset value of these units;
b. a new UCITS is created by two or more UCITS which, under universal title, all
acquires assets and liabilities of the disappearing UCITS and where the participants of the
disappearing UCITS acquire units in the UCITS to be incorporated, possibly
with an additional payment of a maximum of ten percent of the net asset value of these rights
of participation; or

Page 415

c. a disappearing UCITS continues to exist until its debts are paid and its net assets
assets are merged with those of an acquiring UCITS and where the
participants of the disappearing UCITS acquire units in the
acquiring UCITS.
Article 4:62b
1.

The Netherlands Authority for the Financial Markets establishes a disappearing UCITS with its registered office in the Netherlands
knowledge of a proposed merger with an acquiring UCITS.

2.

The Merging UCITS will not implement the proposed merger before the
The Netherlands Authority for the Financial Markets has agreed to this.

3.

The notification of the intended merger shall be made stating by or pursuant to
information to be determined by or pursuant to an order in council
administrative order language to be determined.

4.

The Netherlands Authority for the Financial Markets assesses the possible consequences of the proposed
merger for the unit-holders of the UCITS concerned with its registered office in the Netherlands in order to verify
whether the correct information will be provided to the participants.

5.

The Netherlands Authority for the Financial Markets can purchase the disappearing UCITS with its registered office in the Netherlands
require clarification of the information to be provided to its participants.

6.

If the data submitted by the disappearing UCITS referred to in the first paragraph
are incomplete, the Netherlands Authority for the Financial Markets will inform the UCITS of this within ten working days
after receipt of the information referred to in the third paragraph, and informs it within
a reasonable period of time to supplement the data.

7.

If the information referred to in the third paragraph is complete, the Authority shall provide
Financial Markets in the event of a cross-border merger a copy of that data to the
regulatory body of the acquiring UCITS domiciled in another Member State.

Article 4:62c
1.

In the event of a cross-border merger, the Netherlands Authority for the Financial Markets may
acquiring UCITS domiciled in the Netherlands require that the information to be provided to
its participants will be adjusted within fifteen working days after receipt of the complete
information, referred to in Article 39, second paragraph, of the Collective Institutions Directive
investment in securities of the supervisory authority of the Member State of the seat of the
disappearing UCITS. The Netherlands Authority for the Financial Markets will notify the
supervisory authority of the Member State of the registered office of the disappearing UCITS.

2.

The Netherlands Authority for the Financial Markets shares the supervisory authority of the Member State of
the registered office of the disappearing UCITS within twenty working days of receipt of the
acquiring UCITS adjusted information whether the information has been appropriately adjusted.

Article 4:62d
1.

The Netherlands Authority for the Financial Markets approves a proposed domestic merger
in the event that:
a. the proposed merger complies with the requirements pursuant to Articles 4:62b, 4:62e and 4:62f
particular;
b. the manager of a UCITS of the acquiring UCITS pursuant to Section 2:123(5),

Page 416

can offer units in the Member States where the disappearing UCITS
may offer units of participation; and
c. the information to be provided to the unit-holders of the disappearing UCITS and the
acquiring UCITS is complete.
2.

The Netherlands Authority for the Financial Markets agrees to a proposed cross-border
merger if:
a. the proposed merger complies with the requirements pursuant to Articles 4:62b, 4:62c, 4:62e and
4:62f determined;
b. the acquiring UCITS pursuant to Article 93 of the Collective Institutions Directive
investment in securities may offer units in the Netherlands or in the
other Member States where the disappearing UCITS may offer its units;
and
c. the information to be provided to the participants is complete.

3.

The Netherlands Authority for the Financial Markets shall, within twenty working days of receipt of the
complete information, informing the applicant of its decision to consent or not
with the proposed merger.

4.

In the event of a cross-border merger as referred to in the second paragraph, the
Netherlands Authority for the Financial Markets notifies the supervisory authority of the acquiring UCITS
of its decision whether or not to approve the proposed merger.

Article 4:62e
1.

The disappearing UCITS and the acquiring UCITS establish a common
merger proposal.

2.

Rules are set by order in council with regard to the content
of the joint merger proposal and the verification of the correctness of the
joint merger proposal.

Article 4:62f
1.

A disappearing UCITS asks an accountant to investigate its accuracy
of the following data:
a. the criteria for valuing the assets and, if applicable, the liabilities for
the calculation of the exchange ratio;
b. the net asset value per unit;
c. the calculation method for the exchange ratio of the units; and
d. the actual exchange ratio.

2.

The accountant states that the investigation into the correctness of the data, referred to in the
first paragraph, a report.

3.

A copy of the auditor's report is provided by the manager of a UCITS
of the disappearing UCITS or of the acquiring UCITS provided free of charge to the
participants of the UCITS involved in the merger, the Netherlands Authority for the Financial Markets and the
relevant supervisory authorities.

Article 4:62g
1.

A disappearing UCITS and an acquiring UCITS provide their participants free of charge

Page 417

correct and accurate information about the proposed merger.
2.

The information referred to in the first paragraph is provided to the participants after the
Netherlands Authority for the Financial Markets and, if applicable, the relevant supervisory authority
agency has approved the merger.

3.

The information will be provided to the participants at least thirty days before the last
day on which participants can have their units redeemed, redeemed
or, if possible, convert it into units of another UCITS.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the content, form and manner in which the information about the intended
merger is provided.

Article 4:62h
1.

After the participants of a disappearing UCITS and an acquiring UCITS are notified
of the proposed merger pursuant to Section 4:62g, the participants will be
given the UCITS concerned the opportunity to purchase their units at no other cost
than the costs to cover the disposal costs in the situations as described in zoals
the prospectuses of the UCITS concerned, to be redeemed, redeemed or the like
convertible into units of another UCITS with a similar
investment policy managed by the same UCITS manager or by a
other UCITS manager to which the UCITS manager is linked by a
joint business operations, a joint exercise of control or by a
qualifying holding.

2.

Pursuant to the first paragraph, the participants can exchange their units without
have costs purchased, reimbursed or, if possible, converted into rights of
holding in another UCITS up to five business days before the date on which the ratio for the
exchange of the units is determined on the basis of Article 4:62j, first or
second member.

3.

Without prejudice to the first and second paragraph, a manager of a UCITS may, notwithstanding
Article 4:55, a subscription to or, the repurchase or repayment of the units
temporarily suspend after approval of the Netherlands Authority for the Financial Markets if this is in the interest
belongs to the participants.

Article 4:62i
A UCITS that has a separate UCITS manager bears the legal costs,
administrative costs or consultancy costs in connection with the preparation and completion of a
merger with a UCITS manager.
Article 4:62j
1.

In the case of a domestic merger, the rights exchange ratio
of participation in the disappearing UCITS against units in the acquiring
UCITS and the relevant net asset value when paid in cash determined on the day on which
the merger takes effect.

2.

If the ratio for the exchange of units and the determination of
the net asset value, referred to in the first paragraph, on the day on which the merger takes effect
is not possible, it is determined for the next day on which the trading of

Page 418

the units of the acquiring UCITS is possible.
3.

In the case of a cross-border merger, paragraphs 1 and 2 of
mutatis mutandis to an acquiring UCITS domiciled in the Netherlands.

4.

The manager of a UCITS of an acquiring UCITS with its registered office in the Netherlands makes the
effective date of the merger announced in an advertisement in a nationally distributed Dutch
newspaper and on its website. Concurrent with the announcement of the effective date of
in the merger, the manager of a UCITS also appoints the Netherlands Authority for the Financial Markets
knowledge.

5.

A domestic or cross-border merger that has become effective can no longer be
will be destroyed. Article 323 of Book 2 of the Dutch Civil Code does not apply.

Article 4:62k
In the event of a merger pursuant to Section 4:62a, the manager of a UCITS of the
acquiring UCITS notify the custodian of the acquiring UCITS of the transfer of the
assets and, where applicable, the liabilities.
§ 4.3.1.4e. Custodians
Article 4:62l
This paragraph does not apply to:
a. managers of a UCITS domiciled in another Member State that do not include UCITS domiciled in
manage the Netherlands, UCITS with registered office in another Member State and the associated UCITS
custodians;
b. managers of an investment institution with its registered office in another Member State that does not
manage investment institutions with registered office in the Netherlands, investment institutions with registered office in
another Member State and any associated investment institutions
custodians;
c. managers of investment institutions with their registered office in a designated state that does not
manage investment institutions with their registered office in the Netherlands, and investment institutions with
registered office in a designated state and the associated investment institutions
custodians.
Article 4:62m
1.

A manager of an investment institution or manager of a UCITS takes measures
so that the assets of an investment institution or UCITS managed by it for the benefit of the
participants are held by an independent custodian.

2.

The manager also agrees with the custodian for the benefit of the investment institution or
UCITS and the unit-holders enter into a written custody agreement.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to the independence of the depositary as referred to in the first paragraph.

4.

Rules are set by order in council with regard to the tasks
of the custodian and the contents of the between the administrator and the custodian
agreement.

Page 419

Article 4:62n
A manager of an investment institution or a manager of a UCITS acts as custodian
On:
a. a legal person with a license pursuant to Section 2:3g;
b. a bank with its registered office in a Member State and with a license as referred to in Article 8 of the
Capital Requirements Directive;
c. an investment firm with its registered office in a Member State and with an authorization as referred to
in Article 5 of the Markets in Financial Instruments Directive and which complies with
Article 2:3g, second paragraph, part b; or
d. a custodian exempted by ministerial regulation from Section 2:3g(1).
Article 4:62o
1.

A Dutch manager of an investment institution, as the custodian of a
European Investment Institution only to a custodian that is established in the Member State of
origin of the investment institution.

2.

A Dutch manager of an investment institution, as the custodian of a
non-European investment institution only to a custodian that is established:
a. in the state in which the investment institution is established; or
b. in the administrator's home Member State.

3.

As a custodian of an investment institution as referred to in the second paragraph, preamble, in
derogation from Section 4:62n, an entity of the same nature as the financial
undertakings referred to in Section 4:62n(1)(b) or (c), if this entity is
subject to effective prudential regulation and supervision to the same effect
as referred to in Section 4:62n(1)(b) and (c), and that is actually
executed.

4.

A UCITS manager only appoints a custodian as custodian that is
established in the UCITS home Member State.

5.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the third paragraph.

Article 4:62p
1.

A custodian is liable to the Dutch investment institution or the UCITS
for loss of a financial instrument held in custody.

2.

In the event of the loss of a financial instrument held in custody, the
depositary without undue delay a financial instrument of the same type or the corresponding
amount back to the investment institution or UCITS.

3.

The custodian can accept its liability for loss of the deposited
do not limit financial instruments vis-à-vis the investment institution or UCITS or
exclude.

4.

The custodian is liable for losses other than the loss of a financial
instrument as referred to in the first paragraph towards the investment institution or UCITS respectively
if he does not comply with the provisions under this Act due to intent or negligence.

5.

Clauses in an agreement contrary to the first, second or fourth paragraph are null and void.

Page 420

6.

Further rules may be laid down by order in council with
with regard to the conditions under which and the circumstances in which detention
financial instruments taken are considered lost for the purposes of this
article.

Article 4:62q
1.

Notwithstanding Article 4:62p, a custodian of a Dutch
investment institution if it outsources activities as referred to in Section 4:16, its
liability for loss of the financial instruments placed in custody towards the
investment institution or exclude the participants if:
a. he has a written agreement with the third party who performs the outsourced activities
has concluded in which his liability for shortcomings of the third party
is excluded and on the basis of which the investment institution, the participant or the
custodian on their behalf, on the same footing as originally the custodian could
be sued, the third party can sue for damage caused by that loss; and
b. he has a written agreement with the investment institution or the manager
concluded in which it agrees to the exclusion of the liability of the
custodian, stating an objective reason for such exclusion and, if applicable
application, on the basis of which he, on behalf of the investment institution or the participants,
third party for the damage.

2.

Further rules may be laid down by order in council with
regarding the custodian's liability for loss of deposits
financial instruments if under the law of a non-Member State
certain financial instruments must be held in custody by an entity in that state
taken.

Article 4:62r
1.

The custodian of a Dutch investment institution or the custodian of a UCITS
provided to the Netherlands Authority for the Financial Markets within six months after the end of the financial year
Markets annual accounts, management report and other information as referred to in the
Articles 361, first paragraph, 391, first paragraph, respectively 392, first paragraph, under a to
with h, of Book 2 of the Civil Code.

2.

The custodian prepares the annual accounts, the management report and other information,
referred to in paragraph 1, in accordance with international accounting standards or Title 9
of Book 2 of the Dutch Civil Code, with the exception of Article 396, seventh paragraph, of
Book 2 of the Civil Code, insofar as it refers to the exemption from the obligation
in Article 393, first paragraph, of Book 2 of the Dutch Civil Code.

3.

Within six months after the end of the financial year, the custodian will prepare the annual accounts and
the management report publicly.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the provision and content of the annual accounts, the management report and the
other information referred to in the first paragraph.

5.

Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the
Netherlands Authority for the Financial Markets on request in whole or in part, whether or not for certain
time, grant dispensation from paragraphs 1 to 3 inclusive or it pursuant to paragraph 4

Page 421

certain, if the applicant demonstrates that this cannot reasonably be complied with
and that the purposes which this article is intended to achieve are otherwise achieved.
Article 4:62s
1.

A custodian acts honestly, fairly, professionally and in the best interests of the
investment institution or UCITS and its participants.

2.

A custodian does not engage in any activity that could lead to conflicts of interest between
him and the manager, the investment institution, the UCITS, the participants in the
investment institution or the participants in the UCITS, unless the custodian performs its custody duties
functionally and hierarchically separated from its other, possibly, conflicting
tasks, and the potential conflicts of interest are properly identified, managed,
checked and communicated to the participants in the relevant investment institution
or UCITS.

Article 4:62t
1.

The custodian of a UCITS periodically provides the manager with an overview of all
assets of the UCITS.

2.

The custodian keeps all data of services and transactions performed by it that
the Netherlands Authority for the Financial Markets reasonably needs for the supervision of the
compliance with the provisions of this law by the custodian.

Article 4:62u
1.

The custodian of an investment institution may transfer the assets placed in custody with him
do not reuse unless the manager of the investment institution has expressly agreed in advance
has granted permission.

2.

The custodian of a UCITS does not reuse the assets deposited with it for
own account.

3.

Reuse as referred to in the first and second paragraph is understood to mean every transaction
in respect of the assets held in custody, including transfers, as collateral
provide, sell or lend.

4.

A UCITS depositary may reuse the assets if:
a. the reuse is for the account of the UCITS;
b. the custodian carries out the instructions of the manager on behalf of the UCITS;
c. the reuse benefits the UCITS and is in the interest of the unit-holders; and
d. the transaction is backed by high quality liquid collateral provided by the UCITS
is received by transfer under special title.

5.

The market value of the security referred to in the fourth paragraph, under d, is at least
at least the market value of the reused assets plus a surcharge.

Article 4:62v
1.

The custodian of a master UCITS reports to the Netherlands Authority for the Financial Markets, the
feeder UCITS or, where applicable, the manager and custodian of the feeder UCITS
irregularities of which it is involved in the performance of its duties with regard to
knowledge of the master UCITS and which are deemed to have a negative effect on feeder

Page 422

to have UCITS.
2.

Further rules may be laid down by or pursuant to an order in council
with regard to the irregularities referred to in the first paragraph.

Article 4:62w
1.

If a master UCITS and a feeder UCITS have different depositaries, the
custodians an agreement to exchange information.

2.

A feeder UCITS shall provide its custodian with all information about the master UCITS that the
custodian needs for the performance of its duties.

3.

A custodian as referred to in the first paragraph is not liable for a limitation of
disclosure to the other custodian due to a contractual restriction that
arises from an agreement with third parties or is determined pursuant to the law.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the agreement referred to in the first paragraph.

§ 4.3.1.5. Insurances
Article 4:63
1.

A life insurer or funeral in kind insurer ensures that in a
individual life insurance with a term of more than six months or
it is expressly provided in a funeral insurance in kind that the policyholder
for thirty calendar days from the day on which he or she from taking out the insurance
has been notified, the insurance with immediate effect in writing or by means of
can cancel a durable medium available and accessible to the insurer.

2.

Notification of the conclusion of the insurance, referred to in the first paragraph, shall take place:
in writing or in a durable manner available and accessible to the policyholder
carrier within four weeks of taking out the insurance.

3.

Termination by the policyholder has the consequence that he and the life insurer
or funeral expenses-in-kind insurer, respectively, with effect from the time on which the
insurer has received this cancellation, are released from all costs arising from this insurance
resulting obligations.

4.

This article applies mutatis mutandis to agreements pertaining to
Funding to pay for the funeral arrangements of natural persons.

Article 4:63a
1.

If insurance is a supplement to the delivery of movable property or the
provision of a service, as part of a package or of the same agreement, provides
the relevant insurer, the client the opportunity to purchase the movable property or the service
to be purchased separately.

2.

Legal acts performed in violation of the first paragraph are voidable unless the
legal act relates to insurance with an investment component.

3.

This article does not apply to insurance in addition to a payment account

Page 423

not being a basic checking account.
Article 4:64
Articles 4:65 to 4:69 do not apply to:
a. legal expenses insurers having their registered office in another Member State;
b. legal assistance provided by an insurer insofar as it relates to
risks associated with the use of seagoing vessels; and
c. provided by an insurer as an additional risk in the emergency services sector
legal assistance in a state other than that in which the insured person is domiciled,
to the extent that:
1°.
this legal assistance is part of an insurance policy that only relates to
has on assistance; and
2°.
it has been separately stated in the agreement that the legal assistance cover is
limited to legal aid in a state other than that where the insured are
is domiciled and only supplements the assistance provided.
Article 4:65
1.

A legal expenses insurer that exclusively carries out the Legal Assistance sector:
a. organizes its business operations in such a way that the personnel involved in the
legal assistance claim settlement or with the provision of legal advice with regard to
this claim settlement, do not simultaneously perform the same or similar activities
on behalf of another insurer with which it carries out financial, commercial or
has administrative ties and is engaged in another industry;
b. entrusts the work related to the legal assistance claim settlement to
a legally independent claims settlement office and states this claims settlement office in
the legal aid cover agreement; or
c. includes the provision in the agreement on legal aid cover that the
insured, as soon as he is entitled to legal assistance under the insurance, the
may entrust the representation of his interests to a lawyer or another person
legally authorized expert of his choice.

2.

A legal expenses insurer that, in addition to the Legal Aid sector, has another sector
exercises:
a. entrusts the work related to the legal assistance claim settlement to
a legally independent claims settlement office and states this claims settlement office in
the legal aid cover agreement; or
b. includes the provision in the agreement on legal aid cover that the
insured, as soon as he is entitled to legal assistance under the insurance, the
may entrust the representation of his interests to a lawyer or another person
legally authorized expert of his choice.

3.

A legal expenses insurer trusts activities related to the
legal assistance claims settlement only to a claims settlement office as referred to in the
first paragraph, part b, and the second paragraph, part a, that organizes its business operations in such a way
that the staff and members of the management body engaged in
the legal assistance claim settlement or with the provision of legal advice with regard to
this claim settlement, do not perform the same or similar activities at the same time
for another branch of an insurer with which the claims settlement office
financial, commercial or administrative ties.

Page 424

Article 4:66
If an insurance agreement also covers risks of another sector, the
a legal assistance insurer ensures that the content of the legal assistance cover is
contained in a separate agreement or in a separate chapter of the
agreement.
Article 4:67
1.

A legal expenses insurer ensures that in the agreement regarding the
legal assistance cover it is expressly provided that the insured is free to
choose a lawyer or another legally competent expert:
a. to defend its interests in judicial or administrative proceedings, to,
to represent or promote; or
b. if a conflict of interest arises.

2.

This article does not apply to legal expenses insurers that apply
given to Section 4:65(1)(c) or 4:65(2)(b).

Article 4:68
1.

A legal expenses insurer ensures that in the agreement regarding the
legal aid cover is expressly provided for in an arbitral procedure or
any other proceeding that provides guarantees comparable to an arbitral proceeding regarding
objectivity, in order to determine what course of action to take in the event of a disagreement between the
insurer or the legally independent claims settlement office and the
insured will be followed for the settlement of the dispute for which an appeal to the
legal expenses insurance.

2.

This article does not apply to legal expenses insurers that apply
given to Section 4:65(1)(c) or Section 4:65(2)(b).

Article 4:69
1.

A legal expenses insurer ensures that each time a
conflict of interest arises or there is a difference of opinion about the settlement of the
dispute the insured is informed of the right referred to in Article 4:67 or
of the option to use the procedure referred to in Section 4:68.

2.

This article does not apply to legal expenses insurers that apply
given to Section 4:65(1)(c) or Section 4:65(2)(b).

Article 4:70
1.

A non-life insurer that operates the Motor Vehicle Liability sector from
a branch in the Netherlands:
a. is affiliated with the bureau referred to in Article 2, sixth paragraph, of the Act
motor vehicle liability insurance;
b. fulfills its obligations towards the Motor Traffic Guarantee Fund under the
Articles 24, first paragraph, and 24a, first paragraph, of the Liability Insurance Act
motor vehicles;
c. fulfills its obligations of notification under Article 13, paragraph 1, of the
Motor Vehicle Liability Insurance Act towards the government body there

Page 425

intended; and
d. ensures that its conditions of insurance comply with the law
motor vehicle liability insurance requirements.
2.

A non-life insurer with its registered office in the Netherlands that covers the Liability sector
motor vehicles or a non-life insurer having its registered office in a non-Member State
which operates the Motor Vehicle Liability branch from a location in the Netherlands
branch appoints a person as claims representative in each other Member State. The
claims adjuster is charged with handling and settling on behalf of the non-life insurer
of claims from injured parties who can claim compensation at the
as a result of facts caused by the use of motor vehicles which
are usually based and insured in a Member State other than that of the residence of the
injured party and which either occurred in a Member State other than that of the
residence of the injured party, or in a state that is not a Member State where a national
office that corresponds to the office referred to in Article 2, paragraph 6, of the
Motor Vehicle Liability Insurance Act.

3.

The claims representative is established in the Member State where he is appointed. Progress
he treats and settles injured parties as referred to in the second paragraph in the official language
or the official languages ​of that Member State.

4.

The claims adjuster is not involved on behalf of the non-life insurer with the
conducting the business of an insurer. Nor is it considered an establishment
of the non-life insurer within the meaning of Regulation (EC) No 44/2001 of the Council of the
European Union of 22 December 2000 on jurisdiction and recognition
and the enforcement of judgments in civil and commercial matters (PbEG L 12), or in the
meaning of the Brussels Convention of 27 September 1968 on the judicial
jurisdiction and enforcement of judgments in civil and commercial matters
(PbEG C27).

5.

The non-life insurer, referred to in the second paragraph, reports within two weeks after the
commencement of the exercise of the motor vehicle liability sector at the
Information center referred to in Article 27b of the Liability Insurance Act
motor vehicles, and to the information center in any other Member State the name and address
of the claims representative appointed by him in each Member State. The non-life insurer states
inform the information centers referred to in the first sentence of a
change in the name or address of the relevant claims representative.

6.

The non-life insurer of the person who caused the damage is its claims representative
or the office referred to in Article 2, paragraph 6, of the Liability Insurance Act
motor vehicles, within three months of the date on which an injured party submits his request
has filed for compensation:
a. a reasoned proposal for compensation if the liability is not
is disputed and the extent of the damage has been established; or
b. a reasoned reply to all points of the request for
compensation if the liability is disputed or the extent of the damage
has not yet been fully established.

Article 119 of Book 6 of the Dutch Civil Code applies.
7.

The non-life insurer, referred to in the preamble of the first paragraph, shall within two weeks
after the commencement of the exercise of the Motor Vehicle Liability sector to the
Netherlands Authority for the Financial Markets a statement signed by him that his
meet the insurance conditions set out in the Liability Insurance Act

Page 426

motor vehicle requirements.
8.

The Netherlands Authority for the Financial Markets may grant an exemption from the first or
second paragraph to a non-life insurer that does not cover liabilities with regard to
to which the Motor Vehicle Liability Insurance Act applies and which the
risks of the sector Motor vehicle liability only as additional risks
covers.

Article 4:71
1.

A non-life insurer with its registered office outside the Netherlands that covers the Liability sector
motor vehicles by providing services to the Netherlands:
a. is affiliated with the bureau referred to in Article 2, sixth paragraph, of the Act
motor vehicle liability insurance;
b. fulfills its obligations towards the Motor Traffic Guarantee Fund under the
Articles 24, first paragraph, and 24a, first paragraph, of the Liability Insurance Act
motor vehicles;
c. fulfills its obligations of notification under Article 13, paragraph 1, of the
Motor Vehicle Liability Insurance Act towards the government body there
intended;
d. ensures that its conditions of insurance comply with the law
motor vehicle liability insurance requirements; and
e. has appointed a person as claims handler who has its establishment in the Netherlands
and who is charged with settling claims from injured parties on his behalf
as referred to in Article 1 of the Motor Vehicle Liability Insurance Act.

2.

The claims handler has sufficient powers to
to represent the non-life insurer both in and out of court.

3.

Within two weeks of the commencement of the provision of services in the industry
The liability insurer submits the non-life insurer to the Netherlands Authority for the Financial Markets
Markets the deed of appointment of the claims handler from which his name, address
and powers appear.

4.

Rules are laid down by or pursuant to an order in council with regard to
until:
the circumstances under which the claims handler ceases to be the claims handler
to be; and
b. the follow-up of the claims handler.

5.

Within two weeks of the commencement of the provision of services in the industry
The liability insurer submits the non-life insurer to the Netherlands Authority for the Financial Markets
Markets a statement signed by him that his terms of insurance
meet the requirements set by the Motor Liability Insurance Act.

6.

The Netherlands Authority for the Financial Markets may grant an exemption from the first paragraph on request
to a non-life insurer that does not cover liabilities in respect of which the Act
motor liability insurance applies and which covers the risks of the
sector Liability for motor vehicles only covers additional risks.

7.

In the case of intra-Union coinsurance, this Article applies only to the
non-life insurer acting as the first non-life insurer.

Page 427

§ 4.3.1.6. Premium pension claims
Article 4:71a
1.

The pension assets are separate assets that, without prejudice to the fifth paragraph,
exclusively serves to settle claims arising from:
a. costs related to the management of the pension scheme and the custody of
the pension assets and those according to the agreement referred to in Article 4:71c, first
member, can be charged to the pension assets; and
b. rights of pension participants and pension beneficiaries.

2.

If the pension assets in liquidation are insufficient to pay the
receivables, the pension assets serve to settle the receivables in the order
of the first member.

3.

Notwithstanding the first paragraph, other claims are recoverable from the
pension assets if it is established that the claims referred to in the first paragraph will
can be satisfied and that in the future such claims will no longer be made
arise, in proportion to each claim, subject to the law recognized
reasons of priority.

4.

If the claims referred to in the first paragraph are not entirely from the pension assets pensioen
can be satisfied, the assets of the entity holding legal title
of the pension assets first to settle the claims in the order of the
first paragraph and subsequently of the other claims, in proportion to each claim,
subject to other reasons of priority recognized by law.

5.

In the event of a bankruptcy declaration of a premium pension institution or a
pension custodian, the estate debts, in accordance with the provisions of the
Bankruptcy Act, depending on the nature of the estate debt in question, either reversed
over any part of the estate, whether solely from a specific benefit of the estate
deducted. In any case, estate debts include the costs of registration in a
public register in another Member State.

Article 4:71b
1.

If, on the basis of the investment policy pursued in connection with a
pension scheme there is a real risk that the pension assets and equity
of the premium pension institution will be insufficient to settle claims as
referred to in Section 4:71a, subsection 1, the premium pension institution bears the ownership of the
pension assets for the benefit of the pension participants and pension beneficiaries over
to an independent pension custodian who exclusively owns the pension assets
with that pension scheme.

2.

As a pension custodian, only a legal person acts with the sole purpose of the articles of association
being the owner of the pension assets and being a debtor of debts
of the pension assets with regard to a pension scheme.

3.

The premium pension institution takes measures to ensure that the pension custodian only
its cooperation will dispose of the components of the pension assets.

Article 4:71c
1.

A premium pension institution only implements a premium scheme after it has

Page 428

thereof has entered into an agreement with the sponsoring undertaking.
2.

A premium pension institution only bears the ownership of a pension assets
transfer to a pension custodian after entering into an agreement with them regarding the management and
has closed the custody of the pension assets.

3.

Rules are set by order in council with regard to the content
of the agreements referred to in the previous paragraphs.

Article 4:71d
1.

2.
3.

A premium pension institution ensures that the . provided by or on behalf of it
information to pension participants or pension beneficiaries does not prejudice
information to be provided pursuant to the third to sixth paragraphs.
The information referred to in the first paragraph is factually correct, understandable and not misleading.
Without prejudice to the information that must be provided to pension participants or
pensioners on the basis of the law applicable to the pension scheme, provided
a premium pension institution pension participants and pension beneficiaries:
a. at their request:
1°.
the annual accounts and the management report in connection with the premium scheme that
entitles them to receive a pension benefit or pursuant to which the
pensioners receive a pension benefit;
2°.
the statement on investment principles referred to in Section 3:267a;
b. in the event of changes in the rules of a pension scheme, within a reasonable period of time
all information reasonably relevant to an adequate assessment of that
amendments.

4.

A premium pension institution provides pension participants at their request with all
information that is reasonably relevant to them for an adequate assessment of:
a. if applicable, the level of the benefit in the event of termination of the
employment;
b. when the pension participant has the responsibility for investments
acquired, all available investment options, if any, and the
actual investment portfolio, as well as data on risk exposure and costs in
related to the investments;
c. the modalities for the transfer of claims to another institution in the event of
termination of employment.

5.

A premium pension institution provides pension participants with concise information each year
about the situation of the premium pension institution and about the current value of the total
individual claims.

6.

A premium pension institution provides a pensioner on retirement or
the moment the premium pension institution starts paying another benefit
than a retirement benefit becomes payable, any information that
is reasonably relevant to an adequate assessment of the benefit to which the
pension entitlement and the manner of payment of this benefit.

§ 4.3.1.7. Commission

Page 429

Article 4:71e
Rules may be laid down by or pursuant to an order in council with regard to:
to the commission that a provider pays or provides and the method of payment thereof.
§ 4.3.1.8. Basic checking account
Article 4:71f
1.

A bank that offers payment accounts to consumers in the Netherlands states:
consumers lawfully resident in the European Union, upon request,
apply for and use a basic payment account in euros, regardless of nationality or
domicile of the consumer and irrespective of any other ground as referred to in Article 21 of
the Charter of Fundamental Rights of the European Union.

2.

For the purposes of this paragraph, consumers lawfully in the
European Union also includes consumers residing in the European Union and
who do not have a permanent address or who are awaiting the decision on a
asylum application or who cannot be deported for legal or factual reasons.

3.

A basic payment account includes the services referred to in Article 17, first paragraph, of the
Payment Accounts Directive, insofar as the requested bank also offers those services to
consumers who hold a payment account other than a basic payment account with the
concerning bank.

4.

The bank opens a basic current account no later than ten working days after receipt of the payment
complete application, unless one or more of the grounds for refusal referred to in Section 4:71g
apply.

5.

When opening a basic payment account, the bank does not oblige the applicant to
purchase other services or products, unless it concerns the obligation to
participate in the equity of the relevant bank and the bank all consumers
required to do so when opening a payment account.

6.

The bank offers the services referred to in the third paragraph free of charge or at a reasonable price
compensation to. The bank will not charge more than a reasonable fee to the
consumer in the event of non-compliance with the obligations under the
framework agreement for payment services.

7.

A bank as referred to in the first paragraph is not allowed to open basic current accounts
exclusively available via the Internet.

Article 4:71g
1.

A bank refuses to open a basic current account if the bank opens
thereof cannot comply with the provisions laid down by or pursuant to the Money Laundering Prevention Act and
terrorist financing requirements.

2.

A bank may furthermore refuse to open a basic payment account if the
applicant:
a. cannot demonstrate a genuine interest in opening a
basic current account in the Netherlands;
b. has an application for a basic payment account with a bank established in the Netherlands
or already hold a current account with another bank established in the Netherlands,

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with which he can make use of the services referred to in Article 17, first paragraph, of the
Payment Accounts Directive, unless the applicant declares to have been informed that
that payment account will be closed;
c. has been irrevocably convicted less than eight years ago for a crime as referred to
in Articles 225, 227a, 326, 341, 420bis or 420ter of the Criminal Code;
d. had a basic current account that, pursuant to Section 4:71i(1)(f),
ended less than two years ago; or
e. refuses to sign the declaration referred to in the third paragraph on request.
3.

Before opening a basic current account, the bank is allowed to
Dutch banks to check whether the applicant already has a payment account there
persists or has applied for. The bank may request the applicant to provide a statement
sign showing that he does not hold or has no other current account
applied for at a bank established in the Netherlands.

Article 4:71h
1.

Within ten working days of receipt of the complete application, the bank will inform the
applicant about the refusal to open a basic payment account.

2.

The refusal, referred to in the first paragraph, shall be made in writing and free of charge, and
statement of reasons, unless the latter would be in conflict with the Act for the prevention of
money laundering and terrorist financing or with national security or public order.

3.

If a bank refuses to open a basic current account, the bank informs the applicant
aware of:
a. the internal complaints procedure, as referred to in Article 4:17;
b. the consumer's right to lodge a complaint with the Netherlands Authority for the Financial Markets
Markets and the Financial Services Complaints Institute, stating the
contact details of the Netherlands Authority for the Financial Markets and the Financial Complaints Institute
services.

Article 4:71i
1.

A bank can enter into an agreement with the holder of the basic payment account or a
framework agreement in which access to a basic current account is regulated unilaterally
terminate if the holder of that account:
a. no . on the basic payment account for more than 24 consecutive months
has made transactions;
b. a second payment account, with which he can use the payment referred to in Article 17, first
paragraph, of the Payment Accounts Directive, at another in the Netherlands
has an established bank;
c. no longer lawfully resident in the European Union;
d. has been irrevocably convicted of a crime as referred to in Articles 225, 227a, 326,
341, 420bis or 420ter of the Criminal Code;
e. has provided incorrect or incomplete information to access the basic payment account
obtaining and providing accurate and complete information would have resulted in
that the bank would have refused to open a basic current account on the basis of
of Article 4:71g; or
f. has intentionally used the basic payment account to commit criminal offences.

2.

If the bank intends to terminate the agreement on the basis of the first
subsection a, b or c, it shall notify the account holder two months before the termination of the

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agreement to this effect.
3.

If the bank terminates the agreement on the basis of the first paragraph, under d, e or
f, terminate the agreement immediately and notify the account holder thereof.

4.

Article 4:71h, third paragraph, shall apply mutatis mutandis to the notification referred to
in the second and third paragraph.

Article 4:71j
1.

Our Minister shall ensure free access for consumers to at least
one comparison websites as referred to in Article 7(1) of the Payment Accounts Directive,
which complies with the provisions of Article 7, paragraph 3, of that Directive.

2.

Further rules may be laid down by ministerial regulation with regard to the in
the comparison website referred to in the first paragraph.

3.

The Netherlands Authority for the Financial Markets places on its website a reference to the
the comparison website referred to in the first paragraph.

Division 4.3.2. To advise
Article 4:72
[Expired as of 01-01-2013]
Section 4.3.3. mediate
§ 4.3.3.1. General
Article 4:73
[Expired as of 01-01-2013]
§ 4.3.3.2. Credit
Article 4:74
1.

A credit intermediary or sub-credit intermediary is prohibited in this matter
to stipulate or demand from the credit a remuneration or compensation, in whatever form,
accept or charge to a party other than the provider of the
credit or the intermediary in credit for whom the sub-intermediary mediates.

2.

By order in council, in order to ensure careful mediation in
to promote credit, rules are laid down with regard to the . referred to in the first paragraph
remuneration or compensation and the manner of payment thereof.

3.

Under rules to be set by order in council, it is possible to deviate from
the first member.

4.

Legal acts performed in violation of the first paragraph are voidable.

Article 4:74a
Section 4:33, subsections 1 to 4, shall apply mutatis mutandis to a mediator

Page 432

in credit, unless the intermediary mediates in credit only as a secondary activity.
Article 4:74b
1.

A mortgage broker has a
professional liability insurance or a comparable provision.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to professional liability insurance and the comparable
provision.

3.

The amount of the coverage of the
professional liability insurance and the comparable provision.

4.

The first to third paragraphs do not apply to:
a. mortgage credit intermediaries who have granted a loan by the Dutch Central Bank
have a license to conduct the business of a bank;
b. mortgage credit intermediaries who have granted a loan by the Dutch Central Bank
have a license to conduct the business of an insurer;
c. mortgage credit intermediaries as referred to in Section 2:81(2), insofar as the
mortgage credit provider for whom it acts as an intermediary is licensed under op
of which the offering of mortgage credit is permitted;
d. mortgage credit intermediaries having their registered office in another Member State.

Article 4:74c
A mortgage credit intermediary with its registered office in the Netherlands has its head office
in the Netherlands.
§ 4.3.3.3. Insurances
Article 4:75
1.

An insurance adviser or intermediary has a
professional liability insurance or a comparable provision.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to professional liability insurance and the comparable
provision.

3.

The amount of the coverage of the
professional liability insurance and the comparable provision.

4.

The first to third paragraphs do not apply to:
a. insurance intermediaries who are authorized by the European Central Bank or the
Nederlandsche Bank granted a license to conduct the business of a bank
to have;
b. intermediaries in insurance policies that have been granted by the Dutch Central Bank
have a license to conduct the business of an insurer;
c. insurance brokers as referred to in Section 2:81(3), insofar as the
insurance brokers for whom they mediate a license as referred to in
Article 2:80, first paragraph;
d. insurance brokers as referred to in Section 2:81(2), insofar as the

Page 433

insurers for whom they act as an intermediary issued by the Dutch Central Bank
have a license to conduct the business of an insurer; and
e. insurance intermediaries having their registered office in another Member State.
5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the second paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:75a
1.

If insurance is a supplement to the delivery of movable property or the
provision of a service, as part of a package or of the same agreement, provides
the relevant insurance intermediary, the client the option of transferring the movable property
or purchase the service separately.

2.

Legal acts performed in violation of the first paragraph are voidable unless the
legal act relates to insurance with an investment component.

3.

This article does not apply to insurance in addition to a payment account
not being a basic checking account.

Division 4.3.4. Reinsurance brokers
Article 4:76
1.

A reinsurance broker has a
professional liability insurance or a comparable provision.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to professional liability insurance and the comparable
provision.

3.

The amount of the coverage of the
professional liability insurance and the comparable provision.

4.

The first to third paragraphs do not apply to:
a. reinsurance intermediaries who are authorized by the European Central Bank or the
Nederlandsche Bank granted a license to conduct the business of a bank
to have;
b. reinsurance intermediaries who have granted a
have a license to conduct the business of an insurer; and
c. reinsurance intermediaries established in another Member State.

5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the second paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Section 4.3.4a. Provision of settlement services
Article 4:76a
1.

A settlement company offers fair and free access to its services and systems

Page 434

based on objective, risk-based and disclosed participation criteria.
2.

Further rules may be laid down by or pursuant to an order in council
with regard to the first paragraph.

Article 4:76b
1.

A settlement company ensures the timely and efficient provision of its
services.

2.

The settlement company has mechanisms in place to periodically
cost level, price level and service level and the efficiency of the services it provides
services are assessed.

3.

Further rules shall be laid down by or pursuant to an order in council with
with regard to the first and second paragraph.

Article 4:76c
1.

A settlement company uses internationally accepted
communication procedures and standards to support an efficient
services or promote their use.

2.

Further rules shall be laid down by or pursuant to an order in council with
relating to the first paragraph.

Article 4:76d
1.

A settlement company offers the payment service providers with which it has an agreement
has concluded, understand the financial risks and costs associated with the
settlement services, and provides them with the information required by or pursuant to an order in council
determine data.

2.

Further rules shall be laid down by or pursuant to an order in council with
relating to the first paragraph.

Section 4.3.5. Acting as a clearing institution
Article 4:77
1.

The conditions that a clearing institution uses for admitting clients are
objective and public.

2.

A clearing institution has an adequate policy with regard to the prevention of
conflicts of interest between it and its clients and between its clients themselves.

3.

A clearing house ensures that its clients are treated fairly in
in the event that a conflict of interest proves to be unavoidable.

4.

Further rules may be laid down by or pursuant to an order in council
with regard to the first and second paragraph.

5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions of the first or second paragraph,
if the applicant demonstrates that this cannot reasonably be complied with and that the

Page 435

purposes which that member seeks to achieve are otherwise achieved.
Article 4:78
1.

Rules may be laid down by order in council with regard to the
provision of information by a clearing institution to the client during the term of a
agreement.

2.

Rules may be laid down by or pursuant to an order in council with
relating to the provision of information by a clearing institution to the Netherlands Authority for the Financial Markets
Markets for the purpose of monitoring compliance with this part.

Section 4.3.6. Acting as an authorized agent or sub-authorized agent
Article 4:79
1.

2.

The power of attorney to be granted to an authorized agent or sub-authorized agent or
power of attorney is granted in writing and is drawn up in accordance with a
model to be established by ministerial regulation.
A power of attorney may be limited by the power of attorney granting the insurer.

3.

A sub-proxy may be exercised by both the proxy granting insurer and its
authorized representative, as long as the proxy's power of attorney is in force.
The sub-authorized person shall not be regarded as a third party vis-à-vis the insurer.

4.

Limitations of the power of attorney or sub-power of attorney cannot be passed on to third parties
opposed.

Article 4:80
1.

Termination of a power of attorney of an authorized agent has no effect
against third parties until such time as the insurer or the authorized agent of that
termination has notified the Netherlands Authority for the Financial Markets and the Authority
Financial Markets has amended the register referred to in Section 1:107.

2.

In the event that a power of attorney is terminated, the insurer may notify the authorized agent whose
power of attorney has expired, entrust the management and settlement of the
insurance portfolio. The insurer may also participate in other ways in the management and
settlement of that portfolio.

3.

Articles 1:104, third paragraph, and 4:4, second paragraph, do not apply to the
authorized agent, if, in the event of termination of the power of attorney, the insurer
makes use of the right referred to in the second paragraph to
tax of the authorized agent to provide for the management and settlement of the
insurance portfolio formed by the authorized agent.

Article 4:81
1.

The provisions of Section 4:80 with regard to an authorized agent shall apply
mutatis mutandis to a sub-authorized agent.

2.

For the purposes of the first paragraph, the insurer referred to in Section 4:80 shall:
also includes the authorized agent in his capacity as issuer of

Page 436

sub-proxies.
Section 4.3.7. Providing investment services, performing investment activities and
systematic internal handling
§ 4.3.7.1. General
Article 4:82
Articles 4:83, 4:84 and 4:87(2)(b) do not apply to
investment firms that, for the conduct of the business of a bank, have a
European Central Bank or the Dutch Central Bank, or for the
carrying on the business of a financial institution a license granted by the Dutch Central Bank
have a statement of supervision. Article 4:85, first paragraph, does not apply to
investment firms that, for the conduct of the business of a bank, have a
have been granted a license by the European Central Bank or the Dutch Central Bank.
Article 4:83
1.

At least two natural persons determine the day-to-day policy of a
investment firm.

2.

The Netherlands Authority for the Financial Markets may grant an exemption from the first paragraph on request
to an investment firm that is a natural person and has measures
taken that, in view of the nature and scope of its activities, are adequate to
otherwise safeguard controlled and ethical business operations and protect the interests of its
protect clients.

3.

The second paragraph applies mutatis mutandis to legal entities and
companies run by a natural person.

Article 4:84
1.

The persons who conduct the day-to-day policy of an investment firm with its registered office in
determine the Netherlands, perform their activities in connection therewith from the Netherlands.

2.

The persons who determine the day-to-day policy of a branch office located in the Netherlands
of an investment firm having its registered office in a non-Member State,
activities in connection therewith from that branch office.

Article 4:85
1.

An investment firm with its registered office in the Netherlands provides within six months after
at the end of the financial year to the Netherlands Authority for the Financial Markets an annual report, a
management report and other information as referred to in Articles 361, first paragraph, 391, first
subsection, respectively 392, first subsection, parts a to h, of Book 2 of the Civil
Code.

2.

Insofar as the investment firm referred to in the first paragraph does not comply with Title 9 of Book van
2 of the Civil Code, that title, with the exception of Article 396,
seventh paragraph, insofar as the exemption from the obligation referred to in Article 393, first paragraph,
of Book 2 of the Dutch Civil Code, applies mutatis mutandis to the
annual accounts, the management report and the other information referred to in the first paragraph.

3.

Rules are laid down by or pursuant to an order in council with regard to

Page 437

to the provision of the annual accounts, the management report and the other information referred to
in the first paragraph.
4.

5.

An investment firm with its registered office in a non-Member State shall provide within
six months after the end of the financial year, an annual report and a management report to the
Authority for the Financial Markets. The third paragraph applies mutatis mutandis.
The annual accounts of the investment firm, referred to in the fourth paragraph, are provided for:

of a statement of fidelity, or a statement of the
true and fair statement, issued by an accountant, or by a
expert who, under the law of the state where the investment firm has its registered office
is authorized to examine the annual accounts.
6.

Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the
Netherlands Authority for the Financial Markets on request in whole or in part, whether or not for certain
time, grant exemption from this article, if the applicant demonstrates that
cannot reasonably be fulfilled and that the purposes which this article is intended to achieve
be achieved otherwise.

Article 4:86
Rules may be laid down by or pursuant to an order in council with regard to:
to provide information by an investment firm to the Netherlands Authority for the Financial Markets
for the purpose of monitoring compliance with this part.
Article 4:87
1.

An investment firm takes adequate measures:
a. to protect the rights of clients to funds belonging to them and
financial instruments; and
b. to prevent the use of those funds or financial instruments, except
express consent of the client in the case of financial instruments, for
own account by the investment firm.

2.

Further rules may be laid down by or pursuant to an order in council
concerning:
a. the measures to protect the rights of the client and to prevent the
use of financial instruments or client funds; and
b. the way in which consent can be obtained from the client for the use of
its financial instruments for its own account by the investment firm.

3.

A tied agent is not permitted to use financial instruments or monies that
belonging to a client.

Article 4:87a
1.

An investment firm that acts as an intermediary within the meaning of Chapter 3b
of the Securities Giro Transactions Act ensures adequate administration of the
derivatives capital, in such a way that Article 49g, second paragraph, of that Act is complied with.

2.

In compliance with the first paragraph, the administration is kept in such a way and
the books, records and other data carriers are kept in such a way that
in any case at all times in a simple manner the rights and obligations that are part of

Page 438

of the derivatives assets and the related client positions can
be known.
Article 4:88
1.

An investment firm, including its directors, employees and
tied agents or any person directly or indirectly associated with a
relationship of control, conducts an adequate policy with regard to the prevention and control
conflicts of interest between it and its clients and between its clients themselves.

2.

An investment firm ensures that its clients are treated fairly
dealt with in the event that a conflict of interest proves to be unavoidable. In that case,
an investment firm – before doing business – its clients
aware of the conflict of interest.

3.

Rules may be laid down by or pursuant to an order in council with
with regard to the policy referred to in the first paragraph and informing clients at a
conflict of interest as referred to in the second paragraph.

4.

Without prejudice to the provisions of Section 4:12(1)(c), a
investment firm with its registered office in another Member State the conduct of business of an in
a branch office located in the Netherlands in such a way that it does not conflict with the first and second paragraph.

5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the third paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:89
1.

An investment firm maintains a file for each client with cliënt
documents detailing the mutual rights and obligations of the investment firm
and the client are described.

2.

The rights and obligations referred to in the first paragraph can be described by means of:
of reference to other documents or legal texts.

Article 4:89a
1.

An investment firm does not enter into a transfer financial collateral arrangement
as referred to in Article 51, part b, of Book 7 of the Dutch Civil Code for the purpose of:
current or future obligations, conditional or not, of a retail
investor to guarantee or hedge.

2.

Rules may be laid down by or pursuant to an order in council with
with regard to the conditions under which the conclusion of a
financial collateral arrangement with an eligible counterparty or
professional investor is allowed.

Article 4:89b
1.

A tied agent informs the client when contacting whether
prior to the provision of an investment service, as referred to in subparagraphs a, d
and e of the definition of the provision of an investment service in Article 1:1, on the

Page 439

following topics:
a. in what capacity he acts;
b. that he has a contractual obligation solely for an investment firm on
to act, he also informs the client of the name of the investment firm;
c. how he is rewarded; and
d. other subjects to be designated by order in council.
2.

Rules may be laid down by or pursuant to an order in council with
related to:
the form and manner of provision of the information referred to in the first paragraph; and
b. the remuneration or remuneration for the provision of the investment services, in which
form and the manner of payment thereof.

3.

Article 4:19, second paragraph, applies mutatis mutandis to the
first paragraph information.

4.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant an exemption from the provisions of the second paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:90
1.

An investment firm, when providing investment services or
ancillary services honestly, fairly and professionally for the interests of its
clients, also in the conduct of investment activities acts honestly, fairly and
professional and refrain from conduct that is harmful to the integrity of the
market.

2.

Rules are laid down by order in council with regard to the
processing orders and providing or receiving a commission in the provision of
an investment service or ancillary services.

Article 4:90a
1.

When executing orders in financial instruments on behalf of
clients, an investment firm shall take adequate measures to ensure the best possible
to achieve a result for them, taking into account the price of the financial instruments,
the execution costs, the speed, the probability of execution and settlement, the
size, nature and all other aspects relevant to the execution of the order. In case
of a specific instruction from the client with regard to an order or a specific
aspect of an order, an investment firm carries out that specific instruction.

2.

When executing an order for a retail investor, a
investment firm for the determination of the best possible result from the total
compensation. This consists of the price of the financial instrument and the
execution costs.

3.

When in the investment firm's order execution policy several
named venues where an order can be executed, the
investment firm the results that would be achieved for the client with the
execution of the order on each of those execution venues. In this comparison, the
investment firm takes into account its own commissions and costs for the execution of the

Page 440

order on each of the Eligible Execution Venues.
Article 4:90b
1.

In order to comply with the obligation referred to in Section 4:90a(1), a
investment firm establishes adequate arrangements and monitors compliance with these
arrangements. An investment firm shall in any event adopt a policy that enables it to
declares, when executing orders in respect of financial instruments of its
to achieve the best possible result for clients as referred to in Article 4:90a, first paragraph, and fits
to this policy.

2.

The order execution policy, referred to in the first paragraph, includes for each class of financial
instruments information about the execution venues and the factors that influence the choice of the
affect the place of execution. In any case, it states the places of performance that the
enable the investment firm to consistently achieve the best possible result for the
execution of client orders.

3.

An investment firm provides its clients with sound information about its
order execution policy in which, in a clear, sufficiently accurate and for clients
easy-to-understand manner explains how the investment firm orders for
clients will perform. When the order execution policy provides for the possibility to
to execute orders other than on a trading venue, the investment firm shall
inform its clients of this possibility. The investment firm shares a
after the execution of an order, the client shall determine for his account at which place of execution that
order was executed.

4.

With the execution of an order in respect of a financial instrument, only
a start has been made with the order execution policy after the client has agreed.

5.

With the execution of an order in respect of a financial instrument other than
a start is made on a trading platform only with the consent of the client.

6.

If a specific instruction conflicts with the order execution policy, the order will be
not performed or in accordance with that specific instruction. It
order execution policy cannot mean that an order can be placed contrary to specific instructions
are carried out.

7.

An investment firm shall, with due observance of the provisions pursuant to Article 27, tenth
paragraph, part b, of the 2014 Markets in Financial Instruments Directive richtlijn
annual information on the quality of the execution as well as for each category of financial
instruments an overview of the most important five venues for the
investment firm in terms of trading volumes over the previous year overall
available.

8.

An investment firm monitors the effectiveness of its arrangements and
order execution policy to identify and correct deficiencies. At a
such an assessment, the investment firm will in any event take into account the
information that has been made generally available on the basis of the seventh paragraph and Article 4:90e.

9.

An investment firm shall notify its clients of material changes in
its order execution arrangements or its order execution policy.

10.

At the request of a client, an investment firm demonstrates to this client that it
has executed an order for him in accordance with the order execution policy,
unless the order or a specific aspect of the order has been executed in accordance with a specific

Page 441

client's instruction.
11.

For the purposes of this article, place of performance is understood to mean:
trading venue, systematic internaliser,
market maker or other liquidity provider or entity operating in a non-Member State
performs a similar task to that of one of the aforementioned parties.

12.

Rules may be laid down by order in council with regard to the
providing retail investors with information about the order execution policy,
referred to in the third paragraph, first sentence.

Article 4:90c
[Expired as of 03-01-2018]
Article 4:90d
1.

An investment firm shall apply procedures and arrangements that provide an immediate,
fair and expeditious execution of orders relating to client financial instruments
against orders from other clients or the trading positions of the
investment firm itself. These procedures or arrangements set the
investment firm is able to place comparable client orders in order of
time of receipt.

2.

If a client's limit order to trade on a regulated
market-admitted shares or shares traded on a trading venue because of the
market conditions is not executed immediately, the investment firm maakt
immediately publicize the client's limit order in such a way that other
market participants can easily become aware of this, unless the customer expressly
gives other instructions.

3.

The Netherlands Authority for the Financial Markets may grant an exemption from the second paragraph on request
if the limit order is of significant size relative to normal market size.

4.

Rules may be laid down by order in council with regard to the
procedures and regulations referred to in the first paragraph.

Article 4:90e
1.

A place of performance as referred to in Article 4:90b, paragraph 11, or, if it is a
trading venue, its operator, shall, subject to the
Article 27, tenth paragraph, part a, of the Markets in Financial Instruments Directive 2014
laid down rules at least annually free of charge data generally available about the
quality of the execution of transactions on the relevant execution venue.

2.

A market maker or other liquidity provider or entity operating in a state that is not
Member State has carried out comparable activities, only sets data in general
available in respect of transactions in financial instruments that are not subject to the provisions of Article
23, first paragraph, or Article 28, first paragraph, of the Financial Markets Regulation
instruments included trading obligations.

Article 4:91
Where an investment firm that is a member of or participates in a regulated market
for which a license as referred to in Section 5:26(1) has been granted, pursuant to the

Page 442

rules to be applied pursuant to Section 5:27(1) is required to cooperate with the audit
to compliance with those rules for personal data as referred to in Article 4 of the General
To provide the data protection regulation, the investment firm needs to
do not provide the consent of the person to whom the personal data relate.
§ 4.3.7.2. Operating an organized trading facility or a multilateral
trading facility
Article 4:91.0a
This section applies mutatis mutandis to a market operator that
organized trading facility or multilateral trading facility.
Article 4:91a
1.

An investment firm that operates an organized trading facility or multilateral
operates a trading facility, establishes transparent rules and procedures that ensure a fair and
ensure orderly trade and establish objective criteria for the efficient execution of
orders.

2.

Under the rules and procedures referred to in the first paragraph, rules and
understand procedures for sound management of the technical functioning of the system and
effective precautions to mitigate risks associated with system failures
overcome.

3.

The investment firm shall establish transparent rules with regard to the criteria
on the basis of which it is determined which financial instruments are used through its system
can be traded.

4.

The investment firm shall ensure access to sufficient public information so that
the users of its trading facility can form an investment opinion, account,
taking into account both the nature of the users and the categories of financial transactions traded
instruments.

5.

The investment firm shall establish transparent and nondiscriminatory rules for access to the organized trading facility or multilateral
trading facility and enforce these rules. The investment firm makes this
rules public.

6.

The investment firm informs the users of the organized trading facility or
multilateral trading facility about their respective responsibilities in the
in the context of the settlement of the transactions executed through this facility.

7.

The investment firm shall make the necessary arrangements to ensure an efficient settlement
of the according to the systems of the organized trading facility or multilateral
facilitate trades executed.

8.

If a security admitted to trading on a regulated market without
consent of the issuer to an organized trading facility or
multilateral trading facility, this issuer is not subject
to any obligation in terms of information to be provided in relation to this
organized trading facility or multilateral trading facility.

9.

The investment firm shall immediately comply with any instruction issued by the Authority
Financial Markets pursuant to Section 1:77d cares about trading a financial instrument

Page 443

suspend or interrupt, as well as to a person made pursuant to article 1:77e
decision of the District Court of Rotterdam to issue a financial instrument of trade
Close.
10.

With due observance of the provisions pursuant to Article 18, eleventh
member of the Markets in Financial Instruments Directive 2014 the Authority
Financial Markets and the European Securities and Markets Authority a description of
the functioning of the organized trading facility or multilateral trading facility as well as
a list of the participants, members or users of the organized trading facility or
multilateral trading facility.

11.

Articles 5:30a up to and including 5:30d apply mutatis mutandis to a
investment firm operating an organized trading facility or multilateral
trading facility.

Article 4:91aa
An organized trading facility or multilateral trading facility has at least three
actually active members or users, each of whom can
interact with the other members or users of the organized trading facility or
multilateral trading facility.
Article 4:91ab
An investment firm that operates an organized trading facility or multilateral
operates a trading facility and its participants or members synchronize the exchange clocks they
to register the date and time of transactions to be reported.
Article 4:91b
1.

An investment firm that operates an organized trading facility or multilateral
operates a trading facility, establish effective arrangements and procedures with regard to
this trading facility and maintains these arrangements and procedures to ensure regular
see if its participants, members and users are following its rules.

2.

The investment firm monitors the orders including transactions executed verricht
and cancellations that the participants, members and users of the organized
trading facility or multilateral trading facility through its systems in order to
infringements of the regulations and procedures referred to in the first paragraph, trading conditions that
disrupt the orderly functioning of the market, conduct that may indicate market abuse
or system failures associated with a financial instrument.

3.

The investment firm reports serious infringements as referred to in the second paragraph lid
the Netherlands Authority for the Financial Markets.

4.

The investment firm shall immediately provide the applicable information to the
Netherlands Authority for the Financial Markets, the Public Prosecution Service or investigating officers who are authorized
are under the Economic Offenses Act and grants its full
cooperation with the Netherlands Authority for the Financial Markets, the Public Prosecution Service or these
investigating officers when investigating or prosecuting conduct
market abuse that has occurred in or through its systems.

Article 4:91c
1.

An investment firm that operates an organized trading facility or multilateral

Page 444

trading facility, cannot suspend trading in a financial instrument, cannot
suspend or exclude a financial instrument from trading if it is financially
instrument does not comply with the rules of the trading facility, if such measure
the interests of investors or the orderly functioning of the market could be significantly
harm.
2.

The investment firm that suspends trading in a financial instrument
interrupts or excludes a financial instrument from trading, does the same for derivatives
financial instruments as referred to in parts d to j of the definition of
financial instrument in Article 1:1 that are related to that financial instrument, if this
is necessary to support the objectives of the suspension, interruption or
exclusion from trading of the financial instrument.

3.

The investment firm that trades in a financial instrument and
suspends, suspends or suspends the related derivative financial instruments
excludes trading, makes this decision public and the Netherlands Authority for the Financial Markets
informed thereof.

4.

In the application of the first and second paragraph, the investment firm shall take the
pursuant to Article 32, second paragraph, of the Markets in Financial Instruments Directive 2014
the rules laid down and in the application of the third paragraph, the
investment firm the rules laid down pursuant to Article 32(3) of that Directive in die
eight.

Article 4:91d
1.

An investment firm operating a multilateral trading facility shall
establishes discretionary rules for the execution of orders and implements these rules.

2.

The investment firm operating a multilateral trading facility shall not
orders from clients for its own account.

Article 4:91da
1.

An investment firm that operates an organized trading facility will
arrangements to execute client orders on the organized trading facility
for its own account, or with the capital of an entity belonging to the same group or
legal person as the investment firm belongs.

2.

Notwithstanding the first paragraph, the investment firm is only allowedonderneming
to trade on own account, with the exception of matched principal trading, if it is a
customer order concerns a government bond for which there is no liquid market as referred to in
Article 4(1)(25) of the Markets in Financial Instruments Directive 2014
exists.

3.

Notwithstanding the first paragraph, the investment firm only uses
matched principal trading when it comes to structured finance products,
allowances and certain derivative financial instruments and only when the
client has agreed to this.

4.

The investment firm does not engage in matched principal trading with regard to
orders from clients in respect of derivative financial instruments issued pursuant to
Article 5 of Regulation No 648/2012 of the European Parliament and of the Council of 4 July
2012 on OTC derivatives, central counterparties and trade repositories (OJEU 2012,

Page 445

L 201) are subject to the clearing obligation.
5.

It is not permitted to operate an investment firm with
systematic internalisation and an organized trading facility within the same
legal entity to take place.

6.

A connection between an organized trading facility and another
organized trading facility or investment firm with systematic internal
settlement is such that interaction between an organized trading facility
order entered and another organized trading facility or
investment firm with systematic internaliser no order entered
is possible.

7.

An investment firm may act as a market maker in a
investment firm operated organized trading facility, unless the
investment firm close ties as referred to in Article 4(1)(35) of ,
the Markets in Financial Instruments Directive 2014 has with those other
investment firm.

8.

The investment firm executes the orders on the
organized trading facility on a discretionary basis and has discretionary
room for decision:
a. to place or withdraw an order on the Organized Trading Facility;
b. not to match a client's order with other orders available in the
systems of the organized trading facility, provided it acts in accordance with
with the instructions of the client and the provisions pursuant to Articles 4:90a and 4:90b.

9.

The investment firm determines the way in which orders are placed in the system of the
its operated organized trading facility.

10.

The investment firm may, in accordance with the first and third to seventh
paragraph, and without prejudice to paragraph 2, for a system that transacts in other financial
instruments other than shares facilitate negotiations between clients in order to
or more potentially compatible trading interests in a transaction
bring.

11.

For the purposes of this article, matched principal trading means:
matched principal trading as referred to in Article 4(1)(38) of the Directive
markets for financial instruments 2014.

Article 4:91e
The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
certain period, waive this paragraph if the applicant demonstrates that the
interests that this section seeks to protect are otherwise adequately protected.
§ 4.3.7.2a. SME growth market
Article 4:91ea
1.

At the request of an investment firm or . the Netherlands Authority for the Financial Markets
a market operator operating a multilateral trading facility located or managed in the Netherlands
operates this trading facility as an SME growth market and registers that designation in the
public register, referred to in Section 1:107(1), if the multilateral trading facility

Page 446

has arrangements, systems and procedures in place to ensure that:
a. at least fifty percent of the issuers whose financial
instruments admitted to trading on the multilateral trading facility on the
time of registration and in each subsequent calendar year qualify as small or
medium-sized enterprises;
b. appropriate criteria have been established for initial and ongoing admission to trading
on the SME growth market of financial instruments of issuers;
c. on the initial admission of a financial instrument to trading on an SME
growth market registered multilateral trading facility sufficient information public
is made by the issuer that enables potential investors to
knowledge of the facts to be able to decide whether or not to invest in the financial instrument
investing;
d. the by or on behalf of an issuer, whose financial instruments are
admitted to trading on the multilateral trading facility, prepared periodic
financial reporting is made generally available;
e. issuers as referred to in Article 3(1)(21) of the
Market Abuse Regulation in the SME Growth Market, Persons with Managers
responsibility within the issuers and with these individuals closely
related persons comply with the provisions under the Market Abuse Regulation;
f. the legally required information regarding the issuers on
the SME growth market is stored and made public; and
g. market abuse in the SME growth market is prevented and detected in accordance with
the provisions under the Market Abuse Regulation.
2.

3.

For the application of the first paragraph, under a, small or medium-sized
company: a company that, on the basis of the year-end prices of
the previous three calendar years an average market capitalization of less than €
200,000,000 had.
The Netherlands Authority for the Financial Markets can cancel registration as an SME growth market if:
the investment firm or market operator that registers the SME growth marketgroei
multilateral trading facility has applied to do so;
b. the multilateral trading facility registered as an SME growth market is no longer sufficient
to the rules laid down by or pursuant to the first paragraph.

4.

The first paragraph is without prejudice to the fact that the investment firm or market operator that
SME growth market registered by the Netherlands Authority for the Financial Markets exploits further requirements
informs the issuers whose financial instruments are admitted to the
trade on that multilateral trading facility.

5.

A financial instrument admitted to trading on a
Financial Markets registered SME growth market can only be used on another SME
emerging market, if the issuer issuing the financial instrument
has been informed about this and he has no objections to it
brings. In that case, the issuer is not subject to any obligations with regard to
to the rules regarding the good corporate governance of the other SME growth market or
the provision of information with regard to the other SME growth market.

6.

Further rules may be laid down by or pursuant to an order in council
concerning:
the appropriate criteria, referred to in the first paragraph, under b;
b. the information referred to in the first paragraph, under c, and the manner in which this information

Page 447

is made public;
c. the periodic financial reporting referred to in the first paragraph, under d.
§ 4.3.7.3. Systematic internal handling
Article 4:91f
This section does not apply to investment firms that conduct the business of
only conduct an investment firm with systematic internalisers with
relating to transactions with a size above standard market size.
Article 4:91g
1.

An investment firm with systematic internaliser sets the price
for which it is willing to transact in up to trading on a regulated ge
market-admitted shares that it systematically transacts internally and for which a liquid market
exists and makes this price public on reasonable commercial terms and
in such a way that it is easily accessible.

2.

An investment firm with systematic internalisers makes the price of
Shares for which there is not a liquid market are known to its clients on request.

3.

The investment firm may determine for which transaction size a fixed
price applies and makes that information public on reasonable commercial terms and
in such a way that it is easily accessible.

4.

The determined price of a share includes a bid or ask price and the associated price
associated transaction size. If the investment firm does not determine for which
transaction size applies to a fixed price, the price includes the bid or ask prices for a
transaction size up to the standard market size for the share class to which
the share belongs. The prices reflect the prevailing market situation for the concerned
share again.

5.

It may be determined by order in council that the first up to and including the
fourth paragraph shall apply mutatis mutandis with regard to other financial
instruments than shares.

6.

The first paragraph does not apply to units in a
investment institution that, at the request of the holder, is charged to the assets directly or indirectly
be redeemed or redeemed or in a UCITS.

Article 4:91h
[Expired as of 03-01-2018]
Article 4:91i
A systematic internaliser shall update the
Article 4:91g regularly and continuously during normal trading hours.
Article 4:91j
1.

An investment firm with systematic internalisers
with due observance of Articles 4:90a and 4:90b orders placed by them from a retail client
receives in respect of the shares it systematically transacts internally at the

Page 448

the time of receipt of the order by the price determined by it.
2.

An investment firm with systematic internaliser executes an order that
it receives from a professional client in respect of the shares that it systematically
at the price determined by it at the time of receipt of the order.
Contrary to the first sentence, the investment firm may execute this order at
a more favorable price for the client if:
a. the price falls within a published price range that reflects the prevailing market situation,
referred to in Section 4:91g(4); and
b. the order has a larger size than the usual order size of a nonprofessional investor.

3.

Notwithstanding the second paragraph, first sentence, an investment firm may
systematic internal handling of an order it receives from a professional client,
perform at prices other than those fixed by it, if it is a transaction
in respect of several securities or in the case of an order to which
special conditions are attached.

4.

Where a systematic internaliser that only
has made public one fixed price or has set those prices and made public
has made, the higher of which applies to a transaction size lower than the
standard market size, receives from a client an order with a size greater than
the size associated with the determined price, but smaller than the standard market size,
it may, without prejudice to the second paragraph, second sentence, and the third paragraph, the part of the
order that will exceed the size associated with the determined price at the
price set by it.

5.

If an investment firm with systematic internalisers
has disclosed fixed prices for different transaction volumes and avo
executes an order with a size between those volumes, it does so, without prejudice to the articles
4:90a and 4:90b and the second paragraph, second sentence, and the third paragraph, against one of the for those
volumes of fixed prices.

Article 4:91k
1.

A systematic internaliser provides investors
access on the basis of objective and non-discriminatory criteria to its system of internal
handling.

2.

An investment firm with systematic internaliser can only be
commercial reasons refuse to deal with an investor who meets the criteria,
to enter into or break off business relations as referred to in the first paragraph.

§ 4.3.7.4. Other provision for post-trade information by investment firms
Article 4:91l
[Expired as of 01-01-2019]
§ 4.3.7.5. Algorithmic trading, direct electronic access and acting as
clearing house
Article 4:91m

Page 449

This paragraph shall apply mutatis mutandis to participants or members of a multilateral
trading facility or regulated market that pursuant to Articles 1:15, 1:18, parts
c, f and h, are not subject to a permit requirement.
Article 4:91n
1.

An investment firm engaged in algorithmic trading
compliance with the requirements pursuant to Article 17, seventh paragraph, under a, of the Markets Directive richtlijn
rules laid down for financial instruments 2014 the Netherlands Authority for the Financial Markets and the
regulatory body of the Member State of the trading venue where the
investment firm as a member of or participant in the trading venue with
algorithmic trading, be aware of this.

2.

The investment firm has internal procedures in place to
the, pursuant to Article 17, seventh paragraph, under a, of the Markets in Financial Markets Directive
instruments 2014 to ensure that its trading systems:

a. have sufficient capacity, at appropriate trading thresholds and limits
subject, and to prevent erroneous orders from being sent or
systems otherwise function in a way that interferes with the orderly operation of the
can disrupt the market; and
b. cannot be used for a purpose contrary to the Regulation
market abuse or with the rules of a trading venue that allows the
investment firm is associated.
3.

An investment firm engaged in high-frequency algorithmic
engages in trade, with due observance of the provisions laid down in Article 17, paragraph 7,
part d, of the 2014 Markets in Financial Instruments Directive, the rules
details of all its placed orders, including order cancellations,
executed orders and quotes on the trading platforms.

4.

An investment firm engaged in implementing a market making strategy
engages in algorithmic trading, subject to the provisions laid down in Article 17,
seventh paragraph, parts a, b and c, of the Markets in Financial Instruments Directive 2014
rules and taking into account the liquidity, scale and nature of the
specific market and with the characteristics of the financial instruments traded:
a. to carry out the market making continuously during a specified part of the
trading hours of the trading venue, except in special circumstances,
as a result, the trading venue changes regularly and predictably
liquidity is provided;
b. have an agreement with the trading venue, in which at least the
obligations of the investment firm, referred to in subparagraph a, are
specified; and
c. have internal procedures in place that ensure that the investment firm
at all times meets the obligations of the agreement, referred to in part b.

5.

6.

For the purposes of this Article, an investment firm engaged in
with algorithmic trading, as a participant in or member of a trading venue when trading
for its own account, deemed to be executing a market making strategy, if its strategy
consists, among other things, of simultaneously issuing
competitive fixed bid and offer prices for one or more financial instruments,
so that the entire market is supplied with liquidity on a regular and frequent basis.
Rules may be laid down by or pursuant to an order in council with

Page 450

with regard to the form and content of the notification referred to in the first paragraph, and the form
for the storage of the data referred to in the third paragraph.
Article 4:91o
1.

An investment firm providing direct electronic access to a trading venue
provides internal procedures to verify the appropriateness of direct electronic
to verify access for persons using direct electronic access and
that prevent these persons from having predetermined trading and credit thresholds
exceed, and ensures that they comply with the provisions under this Act and
the rules of the trading platform.

2.

The investment firm monitors transactions in financial instruments that are
carried out by means of direct electronic access in order to prevent infringements of the rules
of the trading venue, trading conditions affecting the orderly functioning of the market
disrupt or identify conduct that may indicate market abuse. The
investment firm notifies the Netherlands Authority for the Financial Markets of the
detected infringements.

3.

The investment firm has an agreement between it and the client
in which the rights and obligations arising from the service, referred to in the first paragraph,
have been laid down, and which also lays down that the investment firm
remains responsible for compliance with this law.

4.

The investment firm that provides direct electronic access to a trading venue
notifies the Netherlands Authority for the Financial Markets and the trading platform.

5.

Rules may be laid down by or pursuant to an order in council with
with regard to the form and content of the notification referred to in paragraphs 2 and 4.

6.

In applying this Article, the investment firm shall take the
17, seventh paragraph, part a, of the Markets in Financial Instruments Directive 2014
the rules laid down.

Article 4:91p
1.

An investment firm acting as a clearing institution for other persons
has controlled and ethical business operations to ensure that they only
clearing services to persons who are suitable and that appropriate
requirements are set to mitigate the risks for the investment firm and the market
Reduce.

2.

The investment firm enters into an agreement with the persons referred to in the first paragraph
agreement in which the rights and obligations arising from the service are
fixed.

3.

In applying this Article, the investment firm shall take the
17, seventh paragraph, part a, of the Markets in Financial Instruments Directive 2014
the rules laid down.

Section 4.3.7a. Insurance with an investment component
Article 4:91q
By or pursuant to Articles 4:88, paragraphs 1 to 3, and 4:89, paragraphs 1 and 5,

Page 451

provisions apply mutatis mutandis to the provision of insurance policies with a
investment component or advising on or mediating in insurance with a
investment component by insurance advisers or intermediaries, authorized representative
agents, sub-authorized agents or insurers.
Division 4.3.8. Mutual relationship between financial undertakings
§ 4.3.8.1. Relationship between provider, (sub) intermediary and (sub) authorized representative
agent
Article 4:92
1.

With the exception of Section 4:93, the provisions of this paragraph are:
with regard to the relationship between a provider and an intermediary of corresponding
applicable to:
a. the relationship between an authorized agent and a mediator;
b. the relationship between a sub-authorized agent and a mediator; and
c. the relationship between a mediator and a sub-mediator.

2.

The provisions of this paragraph with regard to the relationship between a provider
and an authorized agent applies mutatis mutandis to:
a. the relationship between an authorized agent and a sub-authorized agent; and
b. the relationship between a sub-authorized agent and another
sub-authorized agent to whom he has granted a sub-authority.

Article 4:93
1.

A provider shall ensure that an intermediary as referred to in Section 2:81,
second paragraph, through which he contracts with consumers or, if it is insurance
concerns clients, complies with the provisions of this Act.

2.

Rules may be laid down by order in council with regard to the
manner in which the provider ensures that the intermediary complies with the
determined by this law.

3.

An insurance broker with a license as referred to in Section 2:80, first,
subsection, shall ensure that an affiliated intermediary as referred to in Section 2:81(3),
who mediates for him complies with the provisions of this Act.

4.

Rules may be laid down by order in council with regard to the
the manner in which the insurance intermediary ensures that the
insurance broker complies with the provisions of this Act.

5.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions pursuant to the second paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:94
1.

A provider who for the first time, through the intermediary of a particular intermediary,
enters into an agreement regarding a financial product, will only do so after he nadat
has ascertained that the intermediary for the intermediation in that financial product

Page 452

does not act in violation of the prohibition referred to in Section 2:80(1), and that is subject to the
mediator is not prohibited as referred to in Section 1:58, subsection 2, or 4:4, subsection 1.
imposed.
2.

The provider will go once every twelve months and if, within the framework of the
receives signals in the normal course of business that cause it to doubt whether the
intermediary through whom he concludes agreements on financial products
enters into or assists him in the management and execution of an agreement regarding
any credit or insurance, in relation to this activity does not violate the
prohibition, referred to in Section 2:80(1), or that to the mediator with regard to this
activity has not been subject to a prohibition as referred to in Section 1:58(2) or 4:4(1).

3.

If the mediator, referred to in the second paragraph, acts contrary to the prohibition,
referred to in Article 2:80, first paragraph, or a prohibition on him as referred to in Article 1:58, second
paragraph, or 4:4, first paragraph, is imposed, the provider does not enter into financial agreements
products more through the intermediary. The mediator can
assist the provider in the management and execution of agreements already entered into
with regard to a credit or insurance insofar as it is the intermediary pursuant to Article 1:104,
third paragraph, or 4:4, second paragraph, is permitted to settle agreements.

Article 4:95
1.

A provider will only grant a power of attorney after he has accepted it
verified that the authorized agent does not act in violation of the prohibition referred to in Article
2:92, first paragraph, and no prohibition on the authorized agent as referred to in Article 4:4,
first paragraph, has been imposed.

2.

The provider will go once every twelve months and if, within the framework of the
receives signals in the normal course of business that cause it to doubt whether the
authorized agent to whom he has granted a power of attorney does not act contrary to the
prohibition, referred to in Section 2:92(1), or that the authorized agent is not prohibited from
as referred to in Section 4:4(1) has been imposed.

3.

If the authorized agent, referred to in the second paragraph, acts contrary to the
prohibition, as referred to in Section 2:92, subsection 1, or a prohibition on him as referred to in Section 4:4,
first paragraph, is imposed, the provider terminates the power of attorney. The provider can
entrusted an authorized agent with the management and settlement of the
insurance portfolio insofar as it is the authorized agent pursuant to Section 1:104,
third paragraph, or 4:4, second paragraph, is permitted to settle agreements.

Article 4:96
1.

If an intermediary receives signals in the normal course of business
that a provider for whom he acts as an intermediary for the provision of that financial product
acts in violation of a prohibition laid down in Chapter 2.2 on the unauthorized use of
to conduct a business or provide a financial service or to
a prohibition as referred to in Section 1:58(2) or 4:4(1) has been imposed on the provider,
he no longer acts as an intermediary for the offerer, except insofar as the offerer is unable to act on the grounds of
of Article 1:104, third paragraph, or Article 4:4, second paragraph, is permitted to conclude agreements
wrap.

2.

If an authorized agent, in the ordinary course of business, signals
receives that a provider for whom he is acting as an authorized agent is acting contrary to
with a prohibition laid down in chapter 2.2 on the use without a license for that purpose
conducting a business or providing a financial service or that the provider has a

Page 453

prohibition as referred to in Article 1:58, second paragraph, or 4:4, first paragraph, has been imposed, he shall not
acts as an authorized agent for the provider, except to the extent that the provider
pursuant to Section 1:104(3) or 4:4(2), it is permitted to enter into agreements
wrap.
Article 4:97
1.

If a provider finds in the normal course of business that a
mediator or an authorized agent, pursuant to Section 4:9, 4:10, 4:15, 4:74b or 4:75
violates certain provisions, the provider immediately reports the detected violation to the
Authority for the Financial Markets.

2.

If a provider finds in the normal course of business that a
intermediary or an authorized agent to the extent provided under this Act, with the exception of
systematically violates the provisions pursuant to Section 4:9, 4:10, 4:15, 4:74b or 4:75,
the provider immediately reports the detected violations to the Netherlands Authority for the Financial Markets
markets.

3.

Further rules may be laid down by order in council with
with regard to the cases in which the provider has committed an offense as referred to in the first and
second paragraph. Further rules may be imposed by or pursuant to an order in council
be made with regard to the way in which the provider reports a violation.

Article 4:98
The person who has made a report pursuant to Article 4:97 is not liable for
damage suffered by a third party as a result, unless it is demonstrated that taking into account all
facts and circumstances should not reasonably have been reported.
Article 4:99
1.

Financial companies mutually enable each other to comply with what
determined under this part, to the extent that they are dependent on each other for that purpose.

2.

Further rules may be laid down by or pursuant to an order in council
with regard to the cases in which and the manner in which financial undertakings interact
to comply with this part.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions pursuant to the second paragraph if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

§ 4.3.8.2. Relationship between investment firms and between
investment firms and tied agents
Article 4:100
1.

An investment firm providing an investment service as referred to for the first time
in part a, b or d of the definition of providing an investment service in Article 1:1
provides for another investment firm or provides an investment service for
clients who are referred by another investment firm will only do so
after it has verified that the other investment firm is not acting handel
contrary to the prohibition referred to in Section 2:96(1), or that the other
investment firm no prohibition as referred to in Article 1:58, second paragraph, or 4:4, first paragraph,

Page 454

has been imposed.
2.

The investment firm will meet once every twelve months and if it
receives signals from the normal course of business that raise doubts about this
whether the other investment firm, referred to in the first paragraph, does not act in violation of the
prohibition, referred to in Section 2:96(1), or that the other investment firm does not
prohibition as referred to in Section 1:58(2) or 4:4(1) has been imposed.

3.

If the other investment firm, referred to in the first paragraph, acts contrary to
the prohibition referred to in Section 2:96(1), or a prohibition as referred to in Section
1:58, second paragraph, or 4:4, first paragraph, has been imposed, the investment firm shall grant from the
moment at which it becomes aware of that fight or that prohibition, no
investment services more for the other investment firm or for clients who are
provided by the other investment firm.

Article 4:100a
1.

An investment firm that, through a tied agent
provides investment services as referred to in part a, d, e or f of the definition of provision van
of an investment service in Article 1:1, takes adequate measures to prevent
any negative consequences that related other activities of the concerned
agent, to which this Act does not apply, may have for the activities of
the tied agent concerned that it performs on behalf of the investment firm.

2.

Rules may be laid down by order in council with regard to the
the manner in which the investment firm ensures that the tied agent complies
to the provisions of this Act.

3.

The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions pursuant to the second paragraph, if the
applicant demonstrates that this cannot reasonably be met and that the purposes
which this article seeks to achieve are otherwise achieved.

Article 4:100b
1.

An investment firm that intends to intervene for the first time
of a specific tied agent to provide investment services, as referred to in subsection
a, d, e or f of the definition of provision of an investment service in Article 1:1, goes to that effect
transfer only after the investment firm has registered the tied agent with the
Netherlands Authority for the Financial Markets, and the Authority for the Financial Markets has the tied agent
registered in the register, as referred to in Article 1:107.

2.

The investment firm will meet once every twelve months and if it
receives signals from the normal course of business that raise doubts in this regard, after
or the tied agent through whom he provides investment services as referred to in
part a, d or e of the definition of the provision of an investment service in Article 1:1,
in relation to this activity does not act in accordance with the law under this Act
particular.

3.

If the tied agent referred to in the second paragraph acts contrary to the
provided for in this Act, the investment firm no longer provides investment services by
intervention of the tied agent.

Article 4:100c

Page 455

If a tied agent receives signals in the normal course of business that
an investment firm for whose account it provides investment services as referred to in
part a, d, e or f of the definition of the provision of an investment service in Article 1:1, contrary to
acts with a prohibition regulated in chapter 2.2 on the use without a permit granted for that purpose
conducting a business or providing a financial service or that
investment firm a prohibition as referred to in Section 1:58(2), 1:104(3), or derde
4:4, first paragraph, has been imposed, he no longer provides investment services on behalf of the
investment firm, except insofar as it concerns investment services with regard to
of which the investment firm is permitted to settle agreements under
of Article 1:58, second paragraph, or Article 4:4, second paragraph.
Article 4:100d
1.

If an investment firm, in the ordinary course of business
notes that a tied agent that it has notified to the Netherlands Authority for the Financial
Markets as referred to in Section 2:97(5)(b), the provisions pursuant to this Act
breaches, the investment firm immediately reports the detected breach overtreding
the Netherlands Authority for the Financial Markets.

2.

Rules may be laid down by order in council with regard to the
cases in which the investment firm commits a violation as referred to in the first paragraph,
reports. Further rules may be laid down by or pursuant to an order in council
with regard to the way in which the investment firm reports a violation.

Article 4:100e
The person who has made a report pursuant to Article 4:100d is not liable for
damage suffered by a third party as a result, unless it is demonstrated that taking into account all
facts and circumstances should not reasonably have been reported.
Article 4:100f
An investment firm which, directly or indirectly, acquires units in a
investment institution offers to do so only after it has ascertained that the
units may be offered in accordance with this Act.
§ 4.3.8.3. Relationship between financial undertakings in financial services with
related to insurance
Article 4:101
The provisions of this paragraph with regard to the relationship between an insurer and a
mediator applies mutatis mutandis to:
a. the relationship between an authorized agent and a mediator;
b. the relationship between a sub-authorized agent and a mediator; and
c. the relationship between a mediator and a sub-mediator.
Article 4:102
An insurance that has been established through the intermediary of an intermediary or that is
portfolio of an intermediary has been transferred, belongs in the relationship to the involved
insurer to the portfolio of that intermediary as long as that insurance is not included therein
overbooked.

Page 456

Article 4:103
1.

An insurer does not book without the consent of the broker or his/her
assignees transfer part or all of its portfolio to the portfolio of
another mediator.

2.

Notwithstanding the first paragraph, the insurer, at the written request of a client,
transfer his insurance from the portfolio of one broker to that of another van
intermediary, unless the insurer has well-founded objections against that intermediary.

3.

The first and second paragraphs apply mutatis mutandis to the
insurance company to take an insurance policy into its own management.

4.

The insurer will cooperate at the written request of an intermediary
to the transfer, in whole or in part, of that intermediary's portfolio to a
other intermediary, unless the insurer has well-founded objections against that intermediary.

Article 4:104
1.

Unless otherwise agreed or the broker is affiliated with the insurance
owes itself to the insurer to pay premium and costs
affiliated, in the case of non-life insurance policies, the intermediary arranges for the insurer the
collection of the premiums. With regard to this premium collection, he is at all times liable to the insurer
time and accountability.

2.

The first paragraph does not apply to payment protectors or individual
disability insurance. Payment protector is understood to mean: a
insurance to cover the risk that the policyholder fulfills payment obligations
under a credit agreement.

3.

Unless otherwise agreed between an insurer and an intermediary, the
insurer determine that the intermediary is no longer entitled to premium collection if:
a. the mediator is no longer registered in the register referred to in Section 1:107;
b. the intermediary seriously neglects the premium collection;
c. the intermediary defaults on the premiums collected by him on behalf of the insurer
to pay to them; or
d. the mediator has committed acts that justify the fear that
he will not meet his obligations arising from the premium collection.

4.

In the cases in which, pursuant to the third paragraph, the premium collection by a
If the intermediary ends, this will be taken over by the insurer.

5. Share Conduct of Financial Markets Supervision
Chapter 5.1. Rules for Offering Securities
Article 5:1
1.

2.

Responsibility for the information contained in a prospectus, and in any supplement
thereof, is provided is vested in at least the issuer or its
management, supervisory or controlling body, the provider, the applicant for a
admission to trading on a regulated market or the guarantor.
The responsibility for the in a registration document as referred to in Article 6 of 6

Page 457

the Prospectus Regulation or a universal registration document as referred to in Article 9 of
information provided under the Prospectus Regulation rests in cases where a
registration document or a universal registration document forms part of a
approved prospectus on the persons referred to in the first paragraph.
3.

The first paragraph applies mutatis mutandis, without prejudice to Articles 5:25c and
5:25d, if the information to be provided under those Articles is in a universal
registration document is included.

Article 5:2
The persons responsible for the information contained in the prospectus are not
solely on the basis of the summary referred to in Articles 7 and 15, first paragraph, second subparagraph,
of the Prospectus Regulation, including any translation thereof, shall be liable unless the
summary, when read together with the other parts of the prospectus,
misleading, inaccurate or inconsistent, or the summary, when combined with the other
parts of the prospectus is read, does not contain the essential information in support
of investors when considering investing in the securities.
Article 5:3
If an investment institution is required to prepare a prospectus pursuant to the Prospectus Regulation,
establish, the manager of the investment institution will take the
information to be determined by the board in the prospectus or in a simultaneously with the prospectus
document to be made publicly available.
Article 5:4
1.

Exemption may be granted by ministerial regulation from Article 3, first paragraph, of the
prospectus regulation. Conditions may be attached to this exemption.

2.

If the requirement is attached to an exemption that with regard to a
offering of securities to the public for which no prospectus is generally available
need be stated that it has been approved by the Netherlands Authority for the Financial Markets, such
is stated in the offer, in advertisements and in documents in which such
offer or admission is promised, this mention shall be made on
manner to be determined by the Netherlands Authority for the Financial Markets.

Article 5:5
[Expired as of 07/21/2019]
Article 5:6
[Expired as of 07/21/2019]
Article 5:7
[Expired as of 07/21/2019]
Article 5:8
[Expired as of 07/21/2019]

Page 458

Article 5:9
[Expired as of 07/21/2019]
Article 5:10
[Expired as of 07/21/2019]
Article 5:11
[Expired as of 07/21/2019]
Article 5:12
[Expired as of 07/21/2019]
Article 5:13
[Expired as of 07/21/2019]
Article 5:14
[Expired as of 07/21/2019]
Article 5:15
[Expired as of 07/21/2019]
Article 5:16
[Expired as of 07/21/2019]
Article 5:17
[Expired as of 07/21/2019]
Article 5:18
[Expired as of 07/21/2019]
Article 5:19
[Expired as of 07/21/2019]
Article 5:20
[Expired as of 07/21/2019]
Article 5:21
[Expired as of 07/21/2019]
Article 5:22

Page 459

[Expired as of 07/21/2019]
Article 5:23
[Expired as of 07/21/2019]
Article 5:24
[Expired as of 01-01-2009]
Article 5:25
[Expired as of 07/21/2019]
Chapter 5.1a. Disclosure rules by issuers
Section 5.1a.1. Section 5.1a.1 Information obligations for issuers
whose securities are admitted to trading on a regulated market and of which
the Netherlands is a Member State of origin
§ 5.1a.1.1. Preliminary provisions
Article 5:25a
1.

For the purposes of this chapter, in so far as necessary by way of derogation from Article 1:1,
understood by:
a. shareholder: the person who is the holder directly or indirectly, whether or not for his own account
account, of shares or depositary receipts for shares in an issuer;
b. accountant: an accountant as referred to in Article 393, first paragraph, of Book 2 of the
Civil Code or if an issuer has its registered office in another Member State
an external auditor who, under the legislation of that Member State for implementation
of Article 34 of the Annual Accounts Directive, is authorized to audit the annual accounts;
c. Member State of origin: Member State of origin as referred to in Article 2, first paragraph, part
i, of the Transparency Directive;
d. bond: security as referred to in part b of the definition of security in article 1:1, not
being a security that can be equated with a share or that by means of conversion
or, by exercising a right attached thereto, gives the right to obtain
shares or securities equivalent to shares.

2.

An issuer discloses its home Member State as is
determined by or pursuant to Articles 5:25m, 5:25p and 5:25w.

3.

An issuer shall disclose its home Member State by, to the extent
applicable, the regulatory body of the Member State in which it has its seat, the
supervisory authority of the home Member State and the supervisory authorities
of all Member States where the issuer's securities are admitted to trading
on a regulated market of its home Member State.

4.

The second paragraph does not apply to an issuer that is in accordance with
Article 2(1)(i) of the Transparency Directive has a home Member State
elected and the supervisory authority of this home Member State for
November 27, 2015, unless the issuer on or after
27 November 2015 choose another Member State of origin.

Page 460

Article 5:25b
1.

This section applies only to issuers whose securities
are admitted to a regulated market and of which the Netherlands is a Member State of origin
is.

2.

If depositary receipts for shares are admitted to trading on a regulated
market, for the purposes of this Chapter, the institution providing the underlying
has issued shares designated as an issuer, insofar as those depositary receipts
published with her cooperation.

3.

This chapter does not apply to:
a. investment institutions whose units at the request of the
participants are directly or indirectly repurchased or repaid at the expense of the assets; and
b. UCITS.

4.

Notwithstanding the first paragraph, Article 5:25a, second and third paragraph, also applies
applies to issuers with another home Member State whose securities
are only admitted to trading on a regulated market located in the Netherlands.

§ 5.1a.1.2. Periodic obligations for issuers
Article 5:25c
1.

2.

Within four months of the end of the financial year, an issuer shall notify its
prepared annual financial reporting is generally available. The annual financial
reporting is kept available for a period of at least ten years
for the public.
The annual financial reporting includes:
a. the annual accounts audited by an accountant;
b. the management report; and
c. statements of the person designated as responsible at the issuer
persons, clearly stating their name and position, of the fact that, insofar as their
known,
1°.
the annual accounts give a true and fair view of the assets, liabilities, financial
position and the profit or loss of the issuer and the jointly in the
consolidated companies; and
2°.
the management report gives a true and fair view of the situation on the
balance sheet date, the course of business during the financial year of the issuer
and of its affiliated companies whose data in its
financial statements have been included and that the management report contains the material risks
faced by the issuer.

3.

If the issuer has its registered office in the Netherlands, for the purposes of this
article understood by:
a. the annual accounts: the annual accounts, referred to in Section 361 of Book 2 of the Dutch Civil Code
Code as well as the data that pursuant to Article 392, first paragraph, of Book 2 of
the Civil Code should be added to this;
b. the management report: the management report, referred to in Article 391 of Book 2 of the
Civil Code.

Page 461

4.

If the issuer has its registered office in another Member State, the
application of this article means:
a. the annual accounts: the annual accounts which, with due observance of the law of that Member State, are
implementation of the Annual Accounts Directive and, where applicable, in accordance with Article
3 of the IAS Regulation has been drawn up, as well as the
accountant, who was charged with the audit of those annual accounts, signed and
dated statement on the audit carried out by him and, if the issuing
institution is also a parent company within the meaning of the Annual Accounts Directive, the
annual accounts drawn up in compliance with the law of that Member State
implementation of the Annual Accounts Directive;
b. the management report: the management report that has been drawn up with due observance of the law
of that Member State in implementation of Articles 19 and 20 of the Accounting Directive.

5.

If the issuer has its registered office in a non-Member State and the Netherlands
is the home Member State, the issuer declares with regard to the financial statements and the
management report mutatis mutandis to the third paragraph.

6.

If an investment institution submits the annual financial reporting pursuant to this part
prepares, the manager of the investment institution takes the
information to be determined in the annual financial reporting or in
make a generally available at the same time as the annual financial reporting
document.

7.

If between the making available of the annual financial reporting

7.

If between the making available of the annual financial reporting
and the determination thereof, facts or circumstances appear that are indispensable for the
forming a responsible opinion regarding the capital, the result, the solvency and
the liquidity of the issuing institution as referred to in Article 362, sixth paragraph, first sentence,
of Book 2 of the Civil Code, the issuer shall immediately notify
generally available in this regard.

8.

If the adopted annual financial reporting differs from the prepared
annual financial reporting, the issuer shall immediately draw up a
notice generally available.

9.

If the issuer makes a notification as referred to in Article 362(6) of
Book 2 of the Civil Code, the issuer makes this notice
generally available immediately.

Article 5:25d
1.

2.

As soon as possible, but no later than three months after the end of the first six months
of the financial year, an issuer prepares the half-yearly financial reporting
and makes them generally available. The half-yearly financial reporting is
kept available to the public for a period of at least ten years.
The half-yearly financial reporting includes:
a. the half-yearly accounts;
b. the half-yearly management report; and
c. statements of the person designated as responsible at the issuer
persons, clearly stating their name and position, of the fact that, insofar as their
known,:
1°.
the half-yearly accounts give a true and fair view of the assets, liabilities,
financial position and the profit or loss of the issuer and the

Page 462

joint companies included in the consolidation; and
2°.
the half-yearly management report provides a true and fair view of the
eighth and, where applicable, ninth paragraph information.
3.

If the half-yearly financial reporting has been audited or has been subject to a limited review
the statement signed and dated by an accountant or
review together with the half-yearly financial reporting generally available
put.

4.

If the half-yearly financial reporting has not been audited
or limited, is reviewed by the issuer in its semi-annual
management report.

5.

The semi-annual accounts of an issuer with its registered office in the Netherlands:
a. is drawn up in accordance with the relevant provisions in accordance with Article 3 of the IAS
Regulation approved regulations, if the issuer pursuant to
Title 9 of Book 2 of the Dutch Civil Code requires a consolidated
prepare annual accounts; or
b. contains the condensed balance sheet, the condensed profit and loss account and the notes
thereon, if the issuer is not required to prepare consolidated financial statements
to make up.

6.

The semi-annual accounts of an issuer with its registered office in another Member State:
a. is drawn up in accordance with the relevant provisions in accordance with Article 3 of the IAS
Regulation approved regulations, if the issuer is under the law
of that Member State is obliged to prepare consolidated annual accounts; or
b. contains the condensed balance sheet, the condensed profit and loss account and the notes
thereon, if the issuer is not required to prepare consolidated financial statements
to make up.

7.

When preparing the condensed balance sheet and the condensed profit and loss account,
referred to in the fifth paragraph, part b and the sixth paragraph, part b, the issuer shall
apply the same principles and principles of classification and valuation as for the annual
financial reporting.

8.

The half-yearly management report contains at least a summary of important
events occurring in the first six months of the relevant financial year
occurred and its effect on the interim financial statements, as well as a description of the
principal risks and uncertainties for the remaining six months of the relevant
financial year.

9.

If shares of an issuer are admitted to trading on a
regulated market, the half-yearly management report also contains the most important
transactions with related parties.

10.

If the issuer has its registered office in a non-Member State and the Netherlands
Member State of origin, the issuer declares with regard to the semi-annual accounts and
the half-yearly management report mutatis mutandis to the fifth and seventh en
member.

Article 5:25e
Within six months of the end of the financial year, an issuer that is active in the

Page 463

sectors, referred to in Article 41 of the Annual Accounts Directive, its prepared annual report
on payments to governments generally available. The report is kept for a period
of at least ten years available to the public.
Article 5:25f
[Expired as of 01-07-2012]
Article 5:25g
1.

Sections 5:25c and 5:25d do not apply to states, regional or local
government bodies, international law organizations to which member states are affiliated,
the European Central Bank, the European Stability Mechanism, any other mechanism that
was created with the aim of preserving the financial stability of the European Monetary Union
through the provision of temporary financial assistance to Member States that use the euro as
currency and the national central banks of Member States.

2.

Articles 5:25c and 5:25d do not apply to issuers that
only bonds or other non-equity securities as referred to in Article 2,
part c of the Prospectus Regulation, issue with a nominal value per unit
of at least €100,000 or its equivalent, on the date of issue, in a
other currency.

3.

Notwithstanding the second paragraph, Articles 5:25c and 5:25d do not apply to zijn
issuers that only issue bonds that are traded on a
regulated market in the European Union and whose nominal
value per unit is at least €50 000 or its equivalent, on the date
of issue, in a different currency, and which are already available for trading before 31 December 2010 on
admitted to a regulated market in the European Union, for the duration
of these bonds.

§ 5.1a.1.3. Incidental obligations for issuers
Article 5:25h
1.

An issuer whose shares are to be traded on a regulated
are admitted to the market shall without delay provide information about changes in the rights granted to by
its issued shares of a particular class are connected publicly available.
The first sentence shall apply mutatis mutandis to by the issuer
issued rights to acquire shares.

2.

An issuer of which securities other than those referred to in paragraph 1, first
sentence, are admitted to trading on a regulated market,
information regarding changes in the rights of holders of the former securities
generally available. Under changes in the rights of holders referred to in the first
sentence also means changes in the conditions attached to the
securities, if those changes may affect those rights.

Article 5:25i
[Expired as of 11-08-2016]
Section 5.1a.2. Rules for issuers with the Netherlands as a member state of
origin

Page 464

§ 5.1a.2.1. Preliminary provisions
Article 5:25j
1.

This section applies only to issuers whose securities
are admitted to trading on a regulated market and of which the Netherlands is a member state
is of origin.

2.

By way of derogation from the first paragraph, Article 5:25ka, first to fourth paragraphs inclusive, applies exclusively to:
applies to issuers whose shares are admitted to trading on a
regulated market and have their registered office in the Netherlands.

3.

Notwithstanding the first paragraph, Article 5:25k, fourth paragraph, under a and b, does not apply to
applies to issuers whose securities are admitted to trading on a
regulated market, which have the Netherlands as home Member State and which have their registered office
in the Netherlands.

§ 5.1a.2.2. Specific information for shareholders and bondholders
Article 5:25k
1.

An issuer treats shareholders who are in similar circumstances
are in the same way when giving information and when passing on
associated costs.

2.

An issuer is prohibited from preventing a shareholder from exercising its rights
by means of a power of attorney.

3.

An issuer makes facilities and information available in the Netherlands to
its shareholders for the exercise of their rights and ensures that the
data integrity is guaranteed during that exercise.

4.

An issuer:
a. informs the shareholders of the when convening the general meeting
place, time and agenda of the general meeting as well as the right to
attend a meeting;
b. informs the shareholders at the latest at the start of the general meeting of
the total number of shares and votes;
c. proposes to every shareholder who has voting rights in the general meeting whether or
a power of attorney form not available on request;
d. grants a power of attorney to a bank to settle the claims that the
shareholders on her;
e. publishes notices or distributes circulars related to the determination
and the payment of dividends; and
f. provides information to shareholders about the issuance of new shares, whereby
information is also provided on any allocation arrangements,
registration, or conversion.

5.

An issuer may provide information electronically to shareholders
send if:
a. the general meeting has agreed to this;
b. the electronic transmission does not depend on the location of the registered office or
domicile of a shareholder or a person as referred to in Section 5:45, first to

Page 465

and with sixth, eighth or ninth member;
c. provisions have been made to ensure that the shareholder or person exercising the right to vote
practice, is actually informed; and
d. a shareholder or a natural person, legal person or company as
referred to in Section 5:45(1) to (6), the option is offered to
information on paper if desired.
Article 5:25kbis
If a holder of shares in an issuer with its registered office in the Netherlands requests
discussion to include a subject in the agenda of the general meeting,
the holder in the request the percentage in the issued capital that the shares
represent what he is entitled to in accordance with Articles 5:33 and 5:45 and the
has or is deemed to have vested provisions. In the request, the
holder also the percentage in the subscribed capital that the financial instruments, over which
he has and which represent a short position in respect of the shares.
If the request is made by two or more holders, they must state the
percentages in the issued capital that they jointly represent. By or pursuant to
rules may be laid down with regard to the provision
of a short position as referred to in this article.
Article 5:25ka
1.

An issuer shall, no later than the forty-second day prior to the day of the
general meeting informs the shareholders via its website of the following
information:
a. the notice convening the general meeting, stating the place, time,
the agenda and the right to attend the meeting;
b. to the extent applicable, documents to be submitted to the general meeting;
c. the draft resolutions to be submitted to the general meeting, or if no
draft resolution will be submitted to the general meeting, an explanation of
the issuer's management in respect of any to be dealt with
topic;
d. where applicable, draft resolutions submitted by shareholders with
relating to subjects submitted by them for consideration that are included in
the agenda of the general meeting, as well as the appointment by pursuant to article 5:25k bis
information provided to those shareholders with regard to mandatory disclosure of the
percentage in the issued capital that the shares and financial instruments
owned by those shareholders, alone or jointly;
e. to the extent applicable, a power of attorney form and a form for exercising
the right to vote by letter.

2.

An issuer shall, no later than the forty-second day prior to the day of the
general meeting informs the shareholders via its website of the total number
shares and voting rights on the day of the convocation. If the total number of shares and
voting rights on the record date, referred to in Article 119 of Book 2 of the Civil Code
Code has been amended, the issuer shall notify the issuer on the first business day after the
registration date will also inform the shareholders of the total number of
shares and voting rights on the record date.

3.

Not later than 15 days after the day of the general meeting, the issuer
institution in accordance with Article 120, fourth or fifth paragraph of Book 2 of the Civil
Code adopted voting results on its website.

4.

The issuer shall keep the . posted on the website in accordance with this Article
information accessible for at least one year thereafter.

5.

If the convocation of the general meeting, referred to in paragraphs 1 and 2,
takes place under application of a provision in the articles of association as referred to in Article 115, third
paragraph, of Book 2 of the Dutch Civil Code, then the issuer shall, notwithstanding
the first and second paragraph, notify the shareholders at the latest on the day of the convocation
of the information referred to in those paragraphs.

Page 466

Article 5:25l
1.

An issuer treats bondholders who are in similar circumstances
are in the same way when giving information and when passing on
associated costs.

2.

An issuer with its registered office in the Netherlands is prohibited from
prevent him from exercising his rights by granting a power of attorney.

3.

An issuer makes facilities and information available in the Netherlands to
its bondholders for the exercise of their rights and ensures that the
data integrity is guaranteed during that exercise.

4.

An issuer:
a. convene a meeting of bondholders by means of the announcement
of notices or distribution of circulars, notifying them of the place,
the time and agenda of the meeting, of the rights of conversion, exchange
or redemption of the bonds, of the arrangements regarding registration for the meeting
as well as the right to attend the meeting;
b. proposes to each bondholder who has voting rights in a meeting of
bondholders simultaneously make a proxy form available, whether or not on request;
and
c. grants a power of attorney to a bank to settle the claims that the
bondholders have on the issuer.

5.

A meeting of bondholders takes place in the Netherlands. If only holders
of bonds with a denomination per unit of at least €100 000 are
invited, the issuer may also have a meeting place in another Member State
provided that all necessary facilities and information are made available in that Member State
so that these bondholders can exercise their rights. The issuer may
choose a meeting place in another Member State if only holders of bonds with a
nominal value per unit of at least €50 000 or its equivalent, on the
date of issue, in another currency, are invited, and those bonds already
December 31, 2010 until trading on a regulated market in the European Union
authorised, for the duration of these bonds, provided that in that other Member State all necessary
facilities and information are made available so that these bondholders can
be able to exercise rights.

6.

An issuer may provide information electronically to bondholders
send if:
a. a meeting of bondholders has agreed to this;
b. the electronic transmission does not depend on the location of the registered office or
domicile of a bondholder or his authorized representative;
c. provisions have been made so that the holder of a bond is effectively

Page 467

informed; and
d. a bondholder is given the opportunity to disclose the information, if desired
to receive paper.
§ 5.1a.2.3. Method of making and depositing information generally available
Article 5:25m
1.

An issuer discloses regulated information in a non-discriminatory manner
generally available. In doing so, the issuer uses media of which
it can reasonably be assumed that a rapid and effective dissemination of the
regulated information is guaranteed in all Member States.

2.

The general availability, as referred to in the first paragraph, takes place by means of
a press release issued simultaneously in the Netherlands as well as in any other Member State
where the financial instruments issued by the issuer with its
consent to trading on a regulated market or where appropriate waar
of those instruments has been requested to be admitted to trading on a
such market.

3.

If it concerns regulated information as referred to in Section 5:25c, 5:25d
or 5:25e, the issuer in the press release may suffice with an announcement
referring to the website of the issuer where the information
is fully available.

4.

Our Minister shall designate an authority that is responsible for the central storage of
regulated information.

5.

The issuer transmits the regulated information at the same time as the
made generally available to the body referred to in the fourth paragraph, as well as if this
has not been designated as such to the Netherlands Authority for the Financial Markets.

6.

The issuer does not charge for publicly available
provision of the regulated information.

7.

Where admission is made by a person without the issuer's consent
to trading on a regulated market of issued by the issuer
securities has been requested, the provisions laid down by or pursuant to the first, second, fifth and sixth paragraphs
obligations applicable to that person.

8.

The first and second paragraphs do not apply to issuers of which
only securities are admitted to trading on not more than one in another Member State
located or functioning regulated market.

9.

The Netherlands Authority for the Financial Markets sends regulated information as referred to in
Article 5:25c, ninth paragraph, within three days after the transmission as referred to in the fifth paragraph to
the commercial register.

Article 5:25n
[Expired as of 29-01-2016]
Article 5:25o
1.

An issuer with its registered office in the Netherlands will send within five days of determination

Page 468

of the annual accounts, the adopted annual accounts to the Netherlands Authority for the Financial Markets.
2.

An issuer with its registered office in the Netherlands that does not submit its annual accounts within six months
months after the end of the financial year, shall immediately notify
to the Netherlands Authority for the Financial Markets.

3.

The Netherlands Authority for the Financial Markets will send within three days of the transmission referred to in
the first paragraph, or the notification referred to in the second paragraph, the annual accounts to the
trade register, referred to in Article 394, first or second paragraph, of Book 2 of the Civil
Code. If it concerns a notification as referred to in the second paragraph, the
prepared annual accounts, as referred to in Article 5:25c, sent to the trade register under
stating that it has not been established.

4.

Simultaneously with the annual accounts, the issuer sends to the Netherlands Authority for the Financial
Markets the management report, as referred to in Article 391 of Book 2 of the Dutch Civil Code,
and the data provided to the authorities pursuant to Section 392 of Book 2 of the Dutch Civil Code
annual accounts and the management report are added.

5.

Simultaneously with the annual accounts, the Netherlands Authority for the Financial Markets sends the
management report and the other information referred to in the fourth paragraph to the trade register.

§ 5.1a.2.4. Language of the information
Article 5:25p
1.

An issuer shall disclose the regulated information relating to
securities that are exclusively traded on a company located or functioning in the Netherlands
regulated market, generally available in the Dutch or English
language.

2.

An issuer shall disclose the regulated information relating to
securities that are both admitted to trading on a
functioning regulated market and to trading on a regulated market in
another Member State, generally available:
a. in the Dutch or English language; and
b. in a language accepted by the supervisory authority of that other Member State
or a language customary in international financial circles.

3.

An issuer shall disclose the regulated information relating to
securities that are not admitted to trading in the Netherlands but in another Member State on a
regulated market, generally available:
a. in a language accepted by the supervisory authority of that Member State; or
b. in a language customary in international financial circles.

4.

Articles 362, seventh paragraph, 391, first paragraph, 394, first and fourth paragraph, 403, first paragraph,
parts d and e, and 408, first paragraph, part d, of Book 2 of the Dutch Civil Code
with regard to the choice of language regulated in those articles do not apply to
regulated information, drafted in a language as referred to in the first, second or third
member.

5.

An issuer shall disclose the regulated information relating to
securities with a denomination per unit of at least €100,000 or, if it
securities denominated in a currency other than the euro, with a nominal value per

Page 469

unit that, on the date of issue, is at least equal to € 100,000, which is up to die
trading on a business located or functioning in the Netherlands or in another Member State
regulated market are admitted, notwithstanding the second paragraph, in general
available:
a. in a language accepted by the supervisory authority of that Member State; or
b. in a language customary in international financial circles.
6.

An issuer shall disclose the regulated information relating to
securities with a denomination per unit of at least €50,000 or, if it
securities denominated in a currency other than the euro, with a nominal value per
unit that, on the date of issue, is at least equal to €50 000, which has already been
31 December 2010 to trade on an or located in the Netherlands or in another Member State
functioning regulated market are admitted, notwithstanding the second paragraph, such
for the term of these bonds, generally available:
a. in a language accepted by the supervisory authority of that Member State; or
b. in a language customary in international financial circles.

7.

If the securities referred to in the first to the fifth paragraph, without permission
of the issuer are admitted to trading on a regulated market,
the obligations referred to in the first to fourth paragraphs rest on the person who
has requested permission.

Section 5.1a.3. Making information generally available from another Member State of origin
Article 5:25q
An issuer with another home Member State whose securities are admitted
to trading on a regulated market located or functioning in the Netherlands and not on
a market located or functioning in another Member State, the regulated information
in respect of those securities which it must be generally available under the law of that Member State
also generally available in the manner as determined by or pursuant to the articles
5:25m and 5:25w.
Section 5.1a.4. Supervision of compliance, exemptions, exemptions and further rules
Article 5:25r
1.

If the Netherlands Authority for the Financial Markets pursuant to Section 5:16 of the General Act
administrative law requires information from an accountant with regard to
performed checks as referred to in this chapter, the provision of this
information does not infringe its legal or contractual duty of confidentiality.

2.

The cooperation of an accountant with a claim as referred to in the previous sentence
does not lead to liability for him.

Article 5:25s
1.

Article 1:75, first paragraph, applies mutatis mutandis to a
issuer or person who, without the consent of an issuer,
admission of securities of that issuer to trading on a regulated
market has requested, if that issuer or person does not comply with the
determined by or pursuant to Articles 5:25c, first paragraph, 5:25d, first or third paragraph, 5:25e,

Page 470

5:25h, 5:25m, first, fifth, or seventh member, 5:25p, 5:25q, 5:25v, third member, or 5:25w.
2.

An instruction given pursuant to Section 1:75(1) with regard to a
issuer or person as referred to in the first paragraph, does not serve to affect
agreements between the issuer or person to whom it is issued and
third parties.

Article 5:25t
Information that the Netherlands Authority for the Financial Markets has received from a supervisory authority
authority of another Member State are made public only with the express
permission from that regulatory body and are used solely for any purpose
to which this body has agreed.
Article 5:25u
Exemption from Sections 5:25c and 5:25d may be granted by ministerial regulation to
issuers of which certain classes of bonds are admitted to an in
regulated market located or functioning in the Netherlands for the implementation of Articles 8,
second and third paragraph, and 30, third and fourth paragraph, of the Transparency Directive.
Article 5:25v
1.

Issuers with their registered office in a state that is not a Member State and of which the Netherlands
Member State of origin may, pursuant to Article 5:25c(1), general
annual financial reporting to be made available and their pursuant to Section 5:25d,
first paragraph, prepare semi-annual financial reporting to be made generally available
in accordance with the legal regulations in force in that state, if those regulations
meet the requirements laid down in a pursuant to Article 23, fourth or seventh paragraph, of
the Transparency Directive, binding decision of the European Commission. the rest
paragraphs of Section 5:25c or 5:25d do not apply.

2.

Exemption from Section 5:25e, 5:25h, 5:25k, may be granted by ministerial regulation,
5:25l, 5:34, 5:35, 5:38, first paragraph, or 5:47, opening words and part b, to issuers
having its registered office in a state that is not a Member State and of which the Netherlands is a Member State of origin:
a. if the law in that State has obligations at least equivalent to those provisions
contains and compliance therewith is supervised to a sufficient extent
offers safeguards for the protection of the interests which the said provisions are intended to
protect, or
b. in implementation of a procedure taken pursuant to Article 23 of the Transparency Directive
binding decision of the European Commission.

3.

An issuer as referred to in the second paragraph shall keep the information that it submits to the
law of the State of its registered office is also generally available
in accordance with the provisions pursuant to the provisions of or pursuant to Articles 5:25m,
5:25p and 5:25w and transmits this regulated information at the same time as the
made generally available to the body referred to in Section 5:25m(4), as well as,
if not designated as such, to the Netherlands Authority for the Financial Markets.

Article 5:25w
1.

Further rules may be laid down by order in council with
with regard to subjects regulated in this chapter for the implementation of a binding decision

Page 471

of the European Commission that is based on the Transparency Directive.
2.

Further rules may be laid down by order in council with
with regard to the content and filing of the report, as referred to in Section 5:25e, and the
method of storage of regulated information by the authority referred to in Article 5:25m,
fourth member.

Chapter 5.2. Rules for access to the Dutch financial markets for
market operators and for operating or managing a regulated market
Section 5.2.1. Access to the Dutch financial markets for market operators
Article 5:25x
In this chapter and the provisions based on it, regulated market includes:
means a platform for the auctioning of allowances as referred to in Chapter VII of
Regulation (EU) No 1031/2010 of the European Commission of 12 November 2010 on the
timing, management and other aspects of the auctioning of greenhouse gas allowances
pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing
of a scheme for greenhouse gas emission allowance trading within the Community
(OJEU L 302).
Article 5:26
1.

It is prohibited in the Netherlands without a license issued for that purpose by Our Minister
license to operate or manage a regulated market.

2.

The first paragraph does not apply to the operation or management of a
regulated market with its registered office in another Member State for which the supervisory
authority of that other Member State has been authorized to the extent that the market operator in
The Netherlands shall make appropriate provisions for members or participants established in the Netherlands to
improve their ability to access and trade in this market remotely.

3.

Our Minister may, on request, grant full or partial exemption from the first
paragraph, if the applicant demonstrates that the purposes which this chapter is intended to achieve
be achieved otherwise.

Article 5:27
1.

Our Minister shall grant a permit as referred to in Section 5:26(1), on request, on application.
if the applicant demonstrates that the market operator has its registered office in the Netherlands and that
are complied with the provisions pursuant to:
a. Article 5:29 with regard to the suitability and reliability of the
persons referred to in Article;
b. Articles 5:30 and 5:32, first paragraph, with regard to the rules of the
regulated market;
c. Article 5:30, opening words and part f, with regard to the financial resources to
promote the orderly functioning of the regulated market;
d. Articles 5:30a to 5:30e with regard to the organizational requirements and
rules to ensure the orderly operation and continuity of services on the
to ensure a regulated market;
e. Article 5:32a(1)(a) with regard to the rules on the admission of
financial instruments to trade on the regulated market; and
f. Article 5:32b with regard to the rules on access to the regulated

Page 472

market.
2.

The application for the permit is made with a statement by or pursuant to general
administrative order data to be determined.

3.

The market operator shall ensure that the rules referred to in the first paragraph, their
application and control of compliance with those rules, will comply with what is necessary
with a view to the interests that this law aims to protect.

4.

The market operator shall notify any intended change in the rules referred to in the first
member, or in the monitoring of compliance with it and of any intended change with
with regard to subjects on which, pursuant to the articles referred to in the first paragraph,
data is provided to the Netherlands Authority for the Financial Markets.

5.

It may be determined by or pursuant to an order in council which data
with the changes as referred to in the fourth paragraph, how the notification takes place
and, if applicable, under what conditions the changes may be implemented
be laid.

6.

From a decision to grant a license as referred to in the first paragraph and of the
withdrawal thereof, Our Minister shall announce it in the Government Gazette.

Section 5.2.2. Operating or managing a regulated market
Article 5:28
For the application of the provisions pursuant to this section, the term "market operator" means:
means: a market operator that has been granted a license as referred to in Section 5:26(1)
granted.
Article 5:29
1.

The day-to-day policy of a market operator is determined by persons who are suitably
in connection with the conduct of the business of the regulated market. In the event that
within the market operator is a body charged with overseeing the policy and the general
state of affairs of the regulated market, this is supervised by persons
that are suitable in connection with the exercise of this supervision.

2.

The market operator's policy is determined or partly determined by persons whose
reliability is beyond doubt. If within the market operator a body is charged
with supervision of the policy and general affairs of the regulated market,
is supervised by persons whose reliability is beyond doubt.

3.

The reliability of a person as referred to in the second paragraph is beyond doubt
once approved by a regulator for the purposes of this Act
established, so long as a change in the relevant facts or circumstances does not constitute a reasonable
gives rise to a new assessment.

4.

Rules are laid down by or pursuant to an order in council with regard to
to the way in which it is established whether the reliability of a person as referred to in
the second paragraph is beyond doubt and which facts and circumstances are taken into account
be taken, as well as with regard to the crimes which, if committed by those
person, with a view to the interests which the law seeks to protect, until the determination
lead to the credibility of that person being beyond doubt.

5.

The market operator reports to the Netherlands Authority for the Financial Markets the name, address and
domicile of the persons referred to in the first or second paragraph, and the changes with
relating to this data insofar as it relates to the persons referred to in
the first or second paragraph.

6.

The market operator shall submit an intended change to the referred to in the second paragraph
persons for approval to the Netherlands Authority for the Financial Markets.

Page 473

Article 5:29a
1.

The composition and functioning of the board of a market operator and, for
if any, of the body charged within the company with the supervision of the
policy and the general state of affairs, complies with the provisions of Article 45,
paragraphs 2 to 6 of the Markets in Financial Instruments Directive 2014, with
provided that:
a. the provisions of Article 45, second paragraph, with the exception of the first subparagraph, of that
Directive only applies if a market operator is significant;
b. Articles 132a, 142a, 242a and 252a of Book 2 of the Dutch Civil Code do not apply
apply to significant market operators as referred to in subparagraph a; and
c. for the application of the provisions of the second paragraph of Article 45 of the Directive
markets for financial instruments 2014 as an executive director
considered the positions of director and executive director, if the
management duties at a legal person are divided between executive directors and non-executive directors.
executive directors, and are regarded as non-executive directorships the
positions of supervisory director and of non-executive director, if the management duties at
a legal person are divided between executive directors and non-executive
Drivers.

2.

The Netherlands Authority for the Financial Markets may authorize members of the board of a regulated
market permission to hold an additional additional non-executive directorship
then on the basis of Article 45, second paragraph, under a, of the Markets for
financial instruments 2014 is allowed.

3.

It is determined by or pursuant to an order in council when a
market operator as referred to in the first paragraph, in view of its size, internal organization and nature,
scale and complexity of work, is significant and further rules can be made
with regard to the suitability of the persons referred to in Section 5:29(1),
as well as regarding the composition and functioning of the board and of the body
charged with supervision, referred to in the first paragraph.

Article 5:30
1.

A market operator shall ensure that the regulated market:
a. has rules and procedures for identifying and controlling potential
negative consequences for the operation or proper functioning of the regulatedreglement
market or for its participants of conflicts between the interests of the
regulated market, its owners or market operator;
b. is adequately equipped to manage the risks to which it is exposed by
in any case have rules and procedures in place to cover all risks of significance for
identify the operation and take effective measures to mitigate these risks
limit;
c. has rules and procedures for sound management of technical operations
of the system and effective precautions to deal with system failures

Page 474

address related risks;
d. has transparent, non-discretionary rules and procedures that ensure a fair
and orderly trade, as well as objective criteria for effective implementation
of orders;
e. has effective rules and procedures for an efficient and timely
handling of transactions executed through its systems; and
f. has sufficient financial resources to ensure an orderly functioning of the market
in view of the nature and size of the transactions carried out on the market and
the nature and extent of the risks to which it is exposed.
2.

Rules may be laid down by or pursuant to an order in council with
with regard to the provisions of the first paragraph, part f.

3.

The market operator shall not execute client orders for its own account on a
regulated market operated by it.

Article 5:30a
1.

A market operator shall ensure that the regulated securities it operates
The market has systems, procedures and arrangements in place to:
a. ensure that its trading systems have sufficient capacity to withstand volume spikes
in orders and order messages, be able to trade in an orderly manner under very
to ensure tense market conditions, have been fully tested to ensure
that these conditions are met;
b. to ensure the continuity of business operations in order to ensure the continuity of the
to ensure service in the event of a failure of its trading systems;
c. reject orders that have predetermined volume and price thresholds
exceed or are clearly erroneous;
d. require participants and members to test algorithms where it offers environments
to facilitate these tests; and
e. in exceptional cases to be able to cancel, change or correct a transaction.

2.

The market operator has parameters that could lead to trading
is temporarily suspended or restricted, if on the regulated market or on a
related market, significant price movements in a
be a financial instrument. The market operator notifies the Netherlands Authority for the Financial Markets
of these parameters and any material modification thereof.

3.

The market operator informs the Netherlands Authority for the Financial Markets of the cessation of
the trading of a financial instrument on the regulated market, if the
regulated market is essential for the liquidity of the financial
instrument.

4.

In applying this Article, the market operator shall take the
twelfth paragraph, under a, b and g, of the Markets in Financial Instruments Directive 2014
the rules laid down.

5.

Further rules may be laid down by or pursuant to an order in council
with regard to the systems, procedures and regulations referred to in the first paragraph, the
parameters, referred to in the second paragraph, and the notification to the Netherlands Authority for the Financial
Markets, referred to in the second and third paragraph.

Article 5:30b

Page 475

1.

A market operator shall ensure that the regulated securities it operates
market:
a. enters into agreements with investment firms that operate on the
regulated market implement a market making strategy and about arrangements
has guarantees that with a sufficient number of investment firms
agreements are entered into that oblige them to offer competitive bid prices and
offer prices so that the market has liquidity on a regular and frequent basis
provided, if such requirement is appropriate to the nature and volume of trade
on the regulated market;
b. can indicate by means of markings of participants or members which orders the
are the result of algorithmic trading, which algorithms for the establishment of the
orders have been used and which persons initiated and issued the orders
information on request to the Netherlands Authority for the Financial Markets;
c. has transparent, fair and non-discriminatory rules on co-operation
location services;
d. has transparent, fair and non-discriminatory compensation structures, with
including performance fees, ancillary fees and any discounts, which
contain no incentives to place, change or cancel orders or
conduct transactions in a manner that creates disorderly trading conditions or
market abuse; and
e. imposes market making obligations on specific shares or a compound
of shares in exchange for any discounts in the fee structure.

2.

For the purposes of this Article, an investment firm engaged in
with algorithmic trading and who as a participant in or a member of a trading venue for its own
account, shall be deemed to be executing a market making strategy if, inter alia, it
simultaneously on one or more trading venues competitive fixed bid prices and
quotes offer prices for financial instruments in order to maintain the entire market on a regular and
to provide liquidity on a frequent basis.

3.

In applying this Article, the market operator shall take the
twelfth paragraph, parts d and f, of the Markets in Financial Instruments Directive 2014
the rules laid down.

4.

Further rules may be laid down by or pursuant to an order in council
with regard to the content of the agreement, referred to in the first paragraph, under a, and
the form and content of the documents to be provided at the request of the Netherlands Authority for the Financial Markets
information, as referred to in the first paragraph, under b.

Article 5:30c
1.

A market operator who directly trades on a regulated market it operates
allows electronic access:
a. has systems, procedures and arrangements in place to ensure that direct
electronic access is only granted by participants or members of the
regulated market, to which the European Central Bank or the Dutch
Bank has been granted a license to conduct the business of a bank or
investment firm;
b. sets standards regarding risk controls and thresholds for trading via
direct electronic access;
c. is able to distinguish between orders or trades from a
person using direct electronic access and other orders or
commercial transactions of the concerned participant or member and, if necessary, to

Page 476

discontinue the former orders or trades separately; and
d. has rules to suspend the provision of direct electronic access or toegang
terminate, if the person using direct electronic access is not
complies with this article.
2.

A participant or member as referred to in the first paragraph, under a, who has direct electronic
grants access to a regulated market has internal procedures to
appropriateness of direct electronic access for persons who wish to use it
make and ensures that when executing orders and
commercial transactions via direct electronic access become the applicable rules
complied with.

3.

In applying this Article, the market operator shall take the
twelfth paragraph, part c, of the Markets in Financial Instruments Directive 2014
rules.

Article 5:30d
1.

A market operator shall, subject to the provisions of Article 49, third and fourth
member of the Markets in Financial Instruments Directive 2014
with regard to the minimum trading unit for shares, representative
certificates, exchange-traded units in collective investment schemes and UCITS,
certificates and similar financial instruments.

2.

Further rules may be laid down by or pursuant to an order in council
with regard to the regulations referred to in the first paragraph.

Article 5:30e
1.

A market operator and participants or members of the
regulated market synchronize the stock clocks they use to keep the date and
time of the transactions to be registered.

2.

The market operator and participants or members of the
regulated market, for the purposes of this Article, shall take the
second paragraph, of the 2014 Markets in Financial Instruments Directive, observe the rules laid down.

Article 5:31
1.

2.

If a market operator subcontracts work to a third party, the
market operator shall ensure that such third party complies with this Part in respect of those
work complies with applicable rules.
By or pursuant to an order in council:
a. in connection with the supervision of compliance with the provisions under this part,
rules are set with regard to the outsourcing of activities by
market operators;
b. rules can be set with regard to the management of risks associated with
keep in mind the outsourcing of activities by market operators; and
c. rules can be set with regard to the relationship between market operators and third parties
agreements to be concluded with regard to the outsourcing of activities.

3.

A market operator is not associated with any person in any formal or de facto
control structure that is opaque to such an extent that it forms a barrier

Page 477

or may constitute for the adequate supervision of compliance with this Act by the
market operator.
4.

A market operator is not associated with any person in any formal or de facto
control structure if the law of a non-Member State applies to those persons
applies, constitutes or may impede the adequate exercise of
monitoring compliance with this law by the market operator.

Article 5:32
1.

A market operator shall establish effective rules and procedures to ensure regular
see if the members of or participants in the regulated market continue to follow these rules
comply with and apply these rules.

2.

The market operator monitors the orders, including the transactions made and
cancellations, which the participants or members make via the regulated market, so that he
violations of the rules and procedures referred to in the first paragraph, trading conditions that the
disrupt the orderly functioning of the market, conduct that may indicate market abuse, or
system failures related to a financial instrument.

3.

The market operator reports serious infringements as referred to in the second paragraph to the
Authority for the Financial Markets.

4.

The market operator shall provide the relevant information to the Authority without undue delay
Financial Markets, the Public Prosecution Service or investigating officers who are authorized to
under the Economic Offenses Act and fully cooperates with
the Netherlands Authority for the Financial Markets, the Public Prosecution Service or these investigating officers at
investigating or prosecuting conduct that may indicate market abuse occurring
in or through its systems.

Article 5:32a
1.

A market operator shall, subject to the provisions pursuant to Article 51(6) of the
Markets in Financial Instruments Directive 2014 clear and transparent rules
rules fixed:
a. on the admission of financial instruments to trading on the regulated
market;
b. to verify that issuers holding financial instruments
issued and admitted to trading on the regulated market
obligations regarding the initial, ongoing or incidental provision of information
fulfill;
c. restricting the access of the members of or participants in the regulated market to
facilitate disclosed information; and
d. to regularly verify that the products are admitted to trading on the regulated market
financial instruments meet the admission requirements.

2.

The market operator shall ensure effective enforcement of the
said rules.

3.

The market operator may purchase securities already admitted to trading on another
regulated market without the consent of the issuer to the
trade on the regulated market if the requirements are met in respect of those securities
prospectus regulation. The market operator establishes the authorization issuer

Page 478

knowledge.
4.

An issuer is not obliged to provide the referred to in the first paragraph, under b
provide information to a market operator that sells its securities without its consent
admitted to trading.

Article 5:32b
1.

A market operator shall ensure that, based on objective criteria, transparent and nondiscriminatory rules regarding access to trade on or membership
of the regulated market, and ensures effective enforcement of this
rules.

2.

The rules referred to in the first paragraph contain obligations for the members of or
participants in the regulated market arising from:
a. the establishment and management of the regulated market;
b. the rules governing transactions on the regulated market;
c. the professional standards applicable to the personnel of the regulated market
operating investment firms;
d. the conditions for members or participants set by the regulated market
that are not an investment firm;
e. the rules and procedures for the clearing and settlement of transactions placed on the
regulated market.

3.

The rules referred to in the first paragraph provide for the possibility of direct
participation or distance participation of investment firms.

4.

Rules may be laid down by or pursuant to an order in council with
with regard to the rules referred to in the first paragraph.

5.

The market operator does not include any obligations in the rules referred to in the first paragraph,
that conflict with the interests that this law seeks to protect.

Article 5:32c
As a member of or participant in a regulated market for which a license
as referred to in Section 5:26, subsection 1, may only be admitted:
a. investment firms;
b. banks;
c. persons who:
1°.
are suitable for that purpose and whose reliability is beyond doubt;
2°.
have adequate skills and competences for trade;
3°.
have adequate organizational arrangements where applicable
affected;
4°.
have sufficient resources for the activities that they as a member or
participant, taking into account the different financial arrangements that
the market operator may have determined to ensure the adequate settlement of
to guarantee transactions.
Article 5:32d
1.

It is prohibited, other than after a declaration of no objection,
to hold, acquire or increase qualifying holding or any

Page 479

to exercise control over a qualifying holding in a
market operator.
2.

On request, Our Minister will issue a declaration of no objection for a
act as referred to in the first paragraph, unless:
a. the act could cause or result in the relevant market operator in
a formal or de facto control structure is associated with persons who are in
is opaque to such an extent that it would impede the adequate
exercising control over the compliance of the regulated market
applicable rules;
b. the act could lead or lead to an influence on the person concerned
market operator or security on the regulated market that it operates or manages
market that poses a threat to the interests that this law seeks to protect; or
c. the act poses a threat to the sound and prudent management of the
market operator could be.

3.

From the issuance of a declaration of no objection as referred to in the first paragraph,
announcement in the Government Gazette, except to the extent that publication could
lead or would lead to a disproportionate advantage or disadvantage of stakeholders.

4.

Our Minister may impose restrictions on the declaration of no objection and
impose regulations on the basis of the considerations referred to in the second paragraph.

5.

If holding, acquiring or increasing a qualifying holding
as referred to in the first paragraph has been performed without a declaration of no
objection has been obtained or the restrictions imposed on the declaration of no objection have been observed
have been taken, the person who has performed this act shall make it within a time specified by Our
The Minister will cancel the period to be determined or will he still observe the restrictions within
a period to be determined by Our Minister. This obligation expires at the time when and
insofar as a declaration of no objection is still issued for the act in question
granted or the restrictions not observed are withdrawn.

6.

If the exercise of any control over a qualified
participation in a market operator, without the holding of the
qualifying holding or a statement for the exercise of that control
of no objection has been obtained or the declaration of no objection has been
restrictions have been observed, a control is established partly by the exercised control
decision is voidable. The decision can be annulled at the request of Our
Minister or of the market operator in which control is exercised. The decision will be
in that case by the court in whose jurisdiction the market operator is established,
annulled if the resolution would have been exercised without the relevant control
otherwise would have sounded or would not have been taken, unless before the time of the
decision, a declaration of no objection is still granted, or the non-compliance
restrictions are withdrawn. To the extent necessary, the court will regulate the consequences of the
destruction.

7.

If a declaration of no objection as referred to in the first paragraph is subject to
associated or restricted, the holder of the statement does not assume any
objection complies with the regulations or restrictions.

Article 5:32e
A market operator offers investment firms domiciled in another Member State that
authorized by the regulatory body of that Member State for the

Page 480

providing investment services as referred to in part b of the definition of providing verlenen
an investment service in Article 1:1 or the performance of investment activities as referred to in
part a of the definition of performing an investment activity in Article 1:1, and that to
meet the other conditions for membership or participation, the possibility to
trading on the regulated market for which a license as referred to in Section 5:26,
first paragraph, has been granted, to participate:
a. from a branch office in the Netherlands; or
b. other than from a branch in the Netherlands, if the trading procedures and
-systems of the regulated market do not require a physical presence for the
conducting transactions on that market.
Article 5:32f
1.

A market operator that intends to carry out appropriate
make provisions to improve the ability of members or participants established in that Member State
access and trade in this market shares this intention with the
Netherlands Authority for the Financial Markets.

2.

The Netherlands Authority for the Financial Markets shall, within one month of receipt of the
notification referred to in the first paragraph, inform the Member State concerned of the
intention.

Article 5:32g
1.

A market operator may trade on a regulated market that it operates
suspend, interrupt or suspend a financial instrument in a financial instrument
do not exclude an instrument from trading if the financial instrument does not comply with the rules
of the regulated market, if such a measure would protect the interests of the
investors or the orderly functioning of the regulated market could be significantly
harm.

2.

The market operator that suspends, interrupts or
excludes a financial instrument from trading, does the same for financial derivatives
instruments as referred to in subparagraphs d to j of the definition of financial
instrument in article 1:1 that are related to that financial instrument, if this
is necessary to support the objectives of the suspension, interruption or
exclusion of the underlying financial instrument.

3.

The market operator who trades in a financial instrument and possibly with it
suspends, suspends or suspends the trading of related derivative financial instruments
excludes, makes this decision public and the Netherlands Authority for the Financial Markets
knowledge.

4.

In the application of paragraphs 1 and 2, the market operator shall take the
Article 52, second paragraph, of the Markets in Financial Instruments Directive 2014
rules and in the application of paragraph 3 the market operator shall take the
the rules laid down in Article 52, third paragraph, of that Directive.

Article 5:32h
[Expired as of 03-01-2018]
Article 5:32i

Page 481

[Expired as of 03-01-2018]
Article 5:32j
[Expired as of 03-01-2018]
Article 5:32k
1.

A market operator determines the price, size and timing of the
regulated market transactions in the shares admitted to trading
public.

2.

The market operator shall make the information referred to in the first paragraph public against
reasonable commercial terms and within a time frame that is as close to real time as possible
approaches.

3.

The Netherlands Authority for the Financial Markets may, upon request, allow the market operator to
to postpone the disclosure referred to in paragraph 1 on the basis of the type or size of
the transaction, if:
a. it has agreed to the proposed provisions for the deferred
disclosure; and
b. the market operator provides clear information about these facilities to the
market participants and the investing public.

4.

The market operator who, pursuant to Section 4:91n, provides investment firms that
to disclose the price, size and timing of the transactions carried out,
grants access to the facilities it uses to carry out the . referred to in the first paragraph;
disclose any information, it will do so on reasonable commercial terms and on a nondiscriminatory basis.

5.

It may be determined by order in council that the first up to and including the
fourth paragraph shall apply mutatis mutandis with regard to other financial
instruments than shares.

6.

The first paragraph does not apply to units in: a.
a. an investment institution that, at the request of the holder, is charged directly or
are indirectly repurchased or repaid; and
b. a UCITS.

Article 5:32l
1.

A market operator:
a. provides the Netherlands Authority for the Financial Markets with information regarding its
ownership structure and that of the property operated or managed by it
regulated market, in particular on the identity and size of interests of
parties that are in a position to exert significant influence on the business of the
to exercise a regulated market;
b. reports any transfer of ownership that gives rise to a change in the circle of the
persons who have significant influence on the operation of the regulated market
exercise to the Netherlands Authority for the Financial Markets; and
c. makes the information referred to in parts a and b publicly available.

Page 482

2.

The market operator periodically provides the Netherlands Authority for the Financial Markets with a list of
the members of and participants in the regulated market.

3.

The market operator submits an intended change as referred to in the first paragraph,
part b, for approval to the Netherlands Authority for the Financial Markets.

4.

The Netherlands Authority for the Financial Markets agrees to a proposed change as referred to in
the first paragraph, part b, unless this change constitutes an objective and demonstrable threat
for the sound and prudent management of the regulated market
to shape.

Article 5:32m
A market operator will not allow the use of settlement systems for the
concerned regulated markets transactions in financial instruments are not carried out
prohibit unless:
a. the links and arrangements between the members or participants
chosen system and other systems or facilities, the efficient and economic
settlement of the transactions concerned cannot be guaranteed; or
b. the technical conditions for the settlement of the transactions executed on that market
transactions via the designated system in the opinion of the Netherlands Authority for the Financial Markets
Markets do not allow the proper and orderly functioning of the financial markets.
Chapter 5.3. Rules for reporting votes, capital, control and zeggen
capital interest in issuers
Section 5.3.1. Introductory provision
Article 5:33
1.

In this chapter and the provisions based on it, if applicable in
derogation from Article 1:1, understood by:
a. issuer:
1°.

a public limited company under Dutch law of which shares as
referred to in part b, under 1° or 2°, are admitted to trading on a
regulated market;
2°.
a legal person with another home Member State whose shares as
referred to in part b, under 1° or 2°, are only admitted to trading on a
regulated market for which a license as referred to in Article 5:26, first
member, has been granted;
3°.
a legal person established under the law of a state that is not a Member State
of which shares as referred to in part b, under 1° or 2°, are admitted to the
trading on a regulated market for which a license as referred to in
Article 5:26(1) has been granted;
b. part:
1°.
a negotiable share as referred to in Article 79, first paragraph, of Book 2 of
the Civil Code;
2°.
a certificate of a share or another with a certificate of a share
equivalent negotiable security;
3°.
any other negotiable security, other than an option as referred to under
4°, to acquire a share referred to under 1° or a share referred to under 2°
proof of value;
4°.
an option to acquire a share referred to under 1° or a share referred to under 2°

Page 483

the proof of value referred to;
c. person obliged to report: a person who is obliged pursuant to this chapter to do
a notification;
d. votes: votes that can be cast on shares, including
rights under a voting agreement;
e. capital: the subscribed capital of an issuing institution;
f. substantial holding: at least 3 percent of the shares or the ability to issue
of at least 3 percent of the votes, with up to the number of votes that a
person can cast, including the votes at his disposal or
is deemed to have disposal pursuant to Section 5:45;
g. threshold value: a percentage of the capital or votes, the reaching of which,
exceeding or undershooting by any person holding or acquiring shares, or
cast or acquire votes, results in an obligation to make a
notification pursuant to this chapter.
2.

In this chapter and the provisions based on it, issuer
not understand:
a. an investment company whose units at the request of the
participants at the expense of the assets of this investment company directly or indirectly
be repurchased or reimbursed; or
b. a company for collective investment in securities.

3.

It can be determined by order in council what constitutes an option as:
referred to in the first paragraph, part b, under 4°, is understood.

Section 5.3.2. Disclosures by issuers regarding the capital and the
to vote
Article 5:34
1.

An issuer shall immediately notify the Netherlands Authority for the Financial Markets of the total
of the changes in its capital as a result of which this capital compared to the previous notification
has been changed by one percent or more pursuant to this article. The issuer may also
to the Netherlands Authority for the Financial Markets at a time prior to the time of the
periodic notification referred to in the second paragraph, report the other changes in its capital.

2.

The issuer periodically reports to the Netherlands Authority for the Financial Markets the total
of the changes in its capital for which there is no obligation to report under
of the first paragraph, first sentence, insofar as it has not already notified these changes
in accordance with the first paragraph, second sentence. By order in council, the
period to which the notification relates and the period within which the notification must be made
have taken place.

Article 5:35
1.

An issuer shall immediately notify the Netherlands Authority for the Financial Markets of any
change in its votes that does not result from a change as referred to in Section 5:34,
second member. If a change in the votes results from a change as referred to in
Article 5:34, first paragraph, second sentence, the issuer may make this amendment simultaneously
report this change to the Netherlands Authority for the Financial Markets.

2.

The issuer periodically reports to the Netherlands Authority for the Financial Markets the total
of the changes in the votes for which there is no obligation to report immediately
pursuant to the first paragraph, first sentence, insofar as it has not already notified these changes wijzigingen

Page 484

in accordance with the first paragraph, second sentence. By order in council, the
period to which the notification relates and the period within which the notification must be made
have taken place.
3.

The issuer shall immediately notify the Netherlands Authority for the Financial Markets of any
issue or cancellation with its cooperation of shares as referred to in Section 5:33, first
subsection b, under 2°, insofar as this relates to one percent or more of its
capital. The issuer may also submit to the Netherlands Authority for the Financial Markets at any time
time prior to the time of the periodic notification referred to in the fourth paragraph every
other issue or cancellation of shares as referred to in Section 5:33(1)(b)
under 2°, report.

4.

An issuer periodically reports to the Netherlands Authority for the Financial Markets the total
shares issued or canceled with its cooperation as referred to in Section 5:33, first
paragraph, part b, under 2°, for which there is no obligation to report immediately
pursuant to the third paragraph, first sentence, insofar as it has not already reported this
in accordance with the third paragraph, second sentence. By order in council, the
period to which the notification relates and the period within which the notification must be made
have taken place.

Article 5:36
A public limited company under Dutch law or a legal person incorporated under
the law of a non-Member State which becomes an issuer
immediately to the Netherlands Authority for the Financial Markets its or its capital and its
respectively his voices, as well as the cooperation with her respectively his
issued shares as referred to in Article 5:33, first paragraph, under b, under 2°.
Article 5:37
Rules are laid down by order in council with regard to the data
a report as referred to in this section must be provided and the manner of reporting.
Section 5.3.3. Notifications by shareholders and other persons entitled to vote concerning
changes in control and capital interest
Article 5:38
1.

Anyone who gains or loses access to Shares through which, to the best of his knowledge,
should know, the percentage of the capital at his disposal is a threshold value
reached, exceeds or falls below, immediately report this to the Netherlands Authority for the Financial Markets
markets.

2.

Anyone who gains or loses control of votes by which, to the best of his knowledge,
should know, the percentage of votes he has a threshold value
reached, exceeds or falls below, immediately report this to the Netherlands Authority for the Financial Markets
markets.

3.

Anyone who gains or loses access to financial instruments that
represent a short position in the shares which, to the best of his knowledge,
should know, the short position he has, expressed as a percentage of the
capital, reaches, exceeds or falls below a threshold, reports this without delay
to the Netherlands Authority for the Financial Markets. By or pursuant to an order in council
rules can be set with regard to the determination of a short position if

Page 485

referred to in this paragraph.
4.

The threshold values, referred to in the first, second and third paragraph, are: 3 percent,
5 percent, 10 percent, 15 percent, 20, percent, 25 percent, 30 percent, 40 percent, 50
percent, 60 percent, 75 percent, and 95 percent.

5.

It may be determined by order in council in which cases a
the person obliged to report should know that he has reached, exceeds or exceeds a threshold value
falls below.

Article 5:39
1.

Anyone whose percentage of the capital or of the votes at his disposal,
he knows or should know, reaches, exceeds or exceeds a threshold value
falls below as a result of a change that has been made pursuant to a notification as referred to in Article
5:34 or 5:35 by the Netherlands Authority for the Financial Markets in the register referred to in Section 1:107 is
processed, reports this to the Netherlands Authority for the Financial Markets. The notification will take place no later than
the fourth trading day after the processing in the register referred to in the previous sentence. Bee
An order in council can determine what is meant by a trading day.

2.

Anyone who has financial instruments that have a short position in relation to
represent the capital, which short position, expressed as a percentage of the
capital, as he knows or should know, reaches, exceeds or exceeds a threshold value
falls below as a result of a change that has been made pursuant to a notification as referred to in
Article 5:34 or 5:35 by the Netherlands Authority for the Financial Markets in the register referred to in
Article 1:107, has been processed, reports this to the Netherlands Authority for the Financial Markets. Find the notification
place at the latest on the fourth trading day after the processing referred to in the previous sentence in the
registry. It can be determined by order in council what constitutes a trading day
is understood and rules may be laid down with regard to the determination of a
short position as referred to in this paragraph.

3.

The threshold values, referred to in the first and second paragraph, first sentence, are: 3 percent,
5 percent, 10 percent, 15 percent, 20, percent, 25 percent, 30 percent, 40 percent, 50
percent, 60 percent, 75 percent, and 95 percent.

4.

It may be determined by order in council in which cases a
the person obliged to report should know that he has reached, exceeds or exceeds a threshold value
falls below.

Article 5:40

Anyone who gains or loses access to one or more shares with a special
statutory law governing control of an issuer, shall notify the
Authority for the Financial Markets. This obligation is fulfilled if, in respect of the same fact
a notification has been made pursuant to Section 5:38(1).
Article 5:41
1.

Anyone whose substantial holding in relation to his previous notification, he naar
knows or should know, reaches, exceeds or falls below a threshold if
as a result of a different composition due to an exchange of shares as referred to in
Article 5:33, first paragraph, part b, under 3° or 4°, or a financial instrument or contract as
referred to in Section 5:45, subsection 10, in shares as referred to in Section 5:33, subsection 1, under
b, under 1° or 2°, or as a result of an exchange of shares as referred to in Article
5:33, first paragraph, under b, under 1°, in shares as referred to in Article 5:33, first paragraph,

Page 486

part b, under 2° reports this at the latest within 4 trading days after the date on which he
knows or should know to the Netherlands Authority for the Financial Markets. If this obligation on a
director or supervisory board member, this is complied with if, in respect of the same fact, a
notification has been made on the basis of Article 5:48, sixth or seventh paragraph.
2.

Any person whose substantial holding in relation to his previous notification, he
knows or should know, reaches, exceeds or falls below a threshold if
as a result of a different composition due to the exercise of rights under a
voting agreement shall notify that no later than 4 trading days after the
date on which he knows or should know this to the Netherlands Authority for the Financial Markets. In the event that
this obligation rests on a managing director or supervisory director, this is fulfilled if
the same fact has been reported under Section 5:48(7).

3.

The threshold values ​referred to in the first and second paragraph are: 3 percent, 5 percent,
10 percent, 15 percent, 20 percent, 25 percent, 30 percent, 40 percent, 50 percent,
60 percent, 75 percent and 95 percent.

4.

It can be determined by order in council what is considered to be a trading day
understand and in which cases a person obliged to report should know that he has a
reached, exceeds or falls below the threshold.

Article 5:42
Anyone who ceases to be a controlled undertaking and who possesses a
substantial participation or one or more shares with a special statutory right with regard to the
control in an issuer, reports this without delay to the Netherlands Authority for the Financial Markets
markets.
Article 5:43
1.

Anyone who, at the time when a public limited company under Dutch law
an issuer, it knows or should know, has a
substantial participation or one or more shares with a special statutory right with regard to the
control in this issuer, reports this to the Netherlands Authority for the Financial Markets without delay
markets.

2.

Any person who, at the time when a legal person established under the law of
a non-Member State becomes, it knows or should be, an issuer
know, has a substantial holding in this issuer, reports that
immediately to the Netherlands Authority for the Financial Markets.

3.

It may be determined by order in council in which cases a
the person obliged to report should know that he has a substantial participation in a
issuer.

Article 5:44
Rules are laid down by order in council with regard to the data
a report as referred to in this section must be provided and the manner of reporting.
Section 5.3.4. Special provisions and exceptions to the notification obligation regarding
changes in control and capital interest
Article 5:45

Page 487

1.

A person disposes of the shares he holds, as well as the votes he can
to be issued as a holder of shares.

2.

Someone has the votes that he can as a usufructuary or pledgee
issue, if the applicable law so provides and the conditions for doing so are met
applicable legal requirements.

3.

A person is deemed to possess the shares that are controlled
company holds, as well as over the votes that its controlled company can
bring out. A controlled company is deemed not to hold shares
or vote.

4.

A person is deemed to possess the shares held by a third party for
taken into account, as well as the votes that this third party can cast.

5.

A person is deemed to have the votes of a third party,
if he has concluded an agreement with this third party that provides for a lasting
common policy on the casting of votes.

6.

A person is considered to have the votes that a third party has with
whom he has concluded an agreement in which a temporary and paid transfer of
these votes have been arranged.

7.

The manager of an investment fund or the manager of a collective fund
investment in securities is deemed to hold the shares held by the custodian
and the associated votes. The legal person who has the legal ownership of a
investment fund or a fund for collective investment in securities is deemed not geacht
to dispose of the shares or votes.

8.

Shares and votes that are part of a community are allocated
to the partners in this community in proportion to their entitlement therein.
Notwithstanding the previous sentence, votes that are part of a legal
community of property as referred to in Article 93 of Book 1 of the Dutch Civil Code
imputed to the spouse whose side the votes in the community are
cases as referred to in Article 97 of Book 1 of the Dutch Civil Code.

9.

A person is deemed to have the votes that he as a proxy to
can exercise its own discretion.

10.

Someone is deemed to have possession of the shares as well as the
vote if he:
a. holds a financial instrument whose increase in value partly depends on the
appreciation of shares or related distributions and on the basis of which he
is not entitled to acquire a share as referred to in Section 5:33(1),
part b;
b. may be obliged to purchase shares as referred to in Article 5:33 on the basis of an option,
first paragraph, part b, to buy; or
c. has entered into another contract pursuant to which he has a share as referred to
has a comparable economic position in Section 5:33(1)(b).

11.

In accordance with rules to be laid down by order in council, the third paragraph shall not apply
applies to the person whose controlled undertaking:
a. is a manager or manager of a UCITS that holds the votes associated with the

Page 488

shares held by the investment institution or UCITS to which it refers
manages, or the votes over which he, pursuant to the seventh paragraph, first sentence,
shall be deemed to dispose at its sole discretion; or
b. is an asset manager who controls the votes attached to the shares
which it manages at its sole discretion.
12.

The fifth paragraph does not apply to a notification as referred to in Section 5:43a.

Article 5:46
1.

The obligations referred to in Section 5.3.3 are, insofar as the shares and the
connected voices in the course of their business and for a short period of time
are held, not applicable to:
a. clearing houses, insofar as they do not include the business of a bank or
operate an electronic money institution;
b. settlement authorities as referred to in Article 212a, part d, of the
Bankruptcy Act; and
c. national central banks that are part of the European System of Central Banks
Banks referred to in Article 282, paragraph 1, of the Convention on the Functioning of the
European Union, insofar as the votes are not cast.

2.

The obligations referred to in Section 5.3.3 do not apply to:
a. custodians of shares, insofar as the shares and the
votes are held in the course of their business and the custodians
cannot cast associated votes in its sole discretion;
b. persons, insofar as they perform work as referred to in part a of the
definition of performing an investment activity in Article 1:1, which determines the decision
gain or lose on shares and the votes attached thereto which, in their opinion,
know or should know, the percentage of the capital or votes over which they
reach, exceed, or . the threshold of three percent or five percent
falls below, insofar as they do not exert influence in the management of the
relevant issuer and in their home Member State as referred to in Article
5:25a(1)(c) have a license to conduct their business;
c. persons who, in the context of the stabilization as described in Chapter III of
Regulation (EC) No 2273/2003 of the Commission of the European Communities
of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament
and the Council as to the exemption scheme for buy-back programs and for the
stabilization of financial instruments (PbEU 2003, L 336)
or losses on shares and the associated votes, to the extent that the votes
not be released or otherwise used to influence the
board of the issuer.

3.

To determine whether the threshold values, referred to in Articles 5:38(4), or
5:39, third paragraph, are reached or exceeded, shares and the related
votes belonging to the trading book of one of the financial
companies should not be taken into account, insofar as these shares or votes
not exceed five per cent in the capital or votes of an issuer
institution and if the votes are not cast or are otherwise used to
exercise influence over the issuer's board:
a. financial undertakings which, for the purpose of conducting their business as a bank, have a
have a license granted by the European Central Bank or the Dutch Central Bank;
b. financial undertakings engaged in the business of a financial institution

Page 489

a financial statement issued by the Dutch Central Bank pursuant to the Prudential Supervision Part
companies have a certificate of supervision;
c. financial undertakings engaged in the provision of investment services or the provision of
investment activities that the Netherlands Authority for the Financial Markets carries out under the Part
Market access licensed to financial undertakings;
d. investment firms having their registered office in another Member State that is the supervisory
authority of that other Member State have obtained a permit as referred to in Article
5, first paragraph, first sentence, of Directive no. 2004/39/EEC of the European Parliament and
the Council of the European Union of 21 April 2004 on financial markets
instruments, amending Council Directives No 85/611/EEC and No 93/6/EEC
and Directive 2000/12/EC of the European Parliament and of the Council and laying down
repeal of Council Directive no. 93/22/EEC (OJEU L 145);
e. banks having their registered office in another Member State that of the supervisory authority of that Member State
other Member State have obtained a license as referred to in Article 8, paragraph 1, of
the Capital Requirements Directive; and
f. financial institutions established in another Member State that, for the exercise of their
company a certificate issued by the supervisory authority of that Member State of
have a supervision order that corresponds to the statement referred to in Section 3:110.
4.

Rules may be laid down by order in council with regard to the
first, second or third paragraph.

5.

If an enterprise or institution referred to in the first, second or third paragraph
the time when the first, second or third paragraph no longer applies, the shares are still
holds or can still cast the votes, it is deemed to have made the decision at that time
acquired over these shares and votes.

Article 5:46a
The obligations referred to in Sections 5:38(3) and 5:39(2) do not apply
applicable to:
a. transactions in connection with activities as referred to in Article 2, first paragraph, under k,
of Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March
2012 on short selling and certain aspects of credit default swaps (OJEU
2012, L 86) are performed by persons who meet the requirements referred to in that Article
requirements;
b. persons as referred to in Article 17, fourth paragraph, of the
Regulation that meet the conditions set out in that Article;
c. persons as referred to in Section 5:46(1).
Article 5:47
With regard to shares or votes in a legal person incorporated under the law of
a non-Member State whose shares are admitted to trading on a
regulated market for which a license as referred to in Section 5:26(1) has been issued
granted and for which legal person the Netherlands is a host Member State as referred to in
Article 2, first paragraph, part n, of Directive no. 2004/109/EC of the European Parliament and the
Council of the European Union of 15 December 2004 on the transparency requirements
apply to information about issuers whose securities are to be traded on a
regulated market and amending Directive 2001/34/EC (OJEU L 390):
a. Sections 5:40, 5:41 and 5:42 do not apply;
b. notwithstanding Section 5:38, subsection 4, apply to the referred to in Section 5:38, first and second
paragraph, the aforementioned obligations to make a report the threshold values ​5 percent

Page 490

and 10 percent, if the person obliged to report is an issuer that is obliged to verplicht
notification as a result of acquiring or losing control of own
shares; and
c. notwithstanding Articles 5:38, fourth paragraph, and 5:39, third paragraph, apply to the
Articles 5:38, first and second paragraph, and 5:39, first paragraph, mentioned obligations to the
making a report the threshold values ​5 percent, 10 percent, 15 percent, 20 percent,
25 percent, 30 percent, 50 percent and 75 percent.
Section 5.3.5. Reports by directors and supervisory directors regarding control
and capital interest
Article 5:48
1.

In this article and the provisions based on it, notwithstanding article 5:33,
first paragraph, under a, by issuing institution means: a public limited company
under Dutch law, of which shares as referred to in Article 5:33, first paragraph, under b,
under 1° or 2°, are admitted to trading on a regulated market.

2.

In this article and the provisions based on it, affiliated issuers
institution means: any other issuer:
1°. with which the issuer is affiliated in a group or in which the issuer
institution has a participating interest and of which the most recently determined turnover is at least
is at least 10 percent of the issuer's consolidated turnover;
2°. who directly or indirectly hold more than 25 percent of the capital of the issuer
setting provided.

3.

A director or supervisory director of an issuer reports to the Authority
Financial Markets the shares and votes in the issuer and its affiliates
issuers at his disposal. These notifications are made within two
weeks after the appointment or appointment as a director or supervisory director.

4.

A director or supervisory director of a public limited company that is an issuer
institution within the meaning of the first paragraph, shall immediately report to the Netherlands Authority for the Financial
Markets the shares and votes in the issuer and the affiliated issuer
institutions at his disposal. The obligation under the previous sentence is
paid, if a report has been made in respect of the same fact pursuant to Section 5:43,
first member.

5.

A director or supervisory director of an issuer in respect of which a
other public limited company becomes an affiliated issuer within the meaning of the
second paragraph, immediately notify the Netherlands Authority for the Financial Markets of the shares and vote in favor
the relevant affiliate issuer held by it. To the obligation
has been paid on the basis of the previous sentence, if a notification has been made regarding the same fact
made pursuant to Section 5:43.

6.

A director or supervisory director of an issuer shall immediately notify the
Netherlands Authority for the Financial Markets any change in the shares in the issuer and the
affiliated issuers available to him. The obligation under the
previous sentence has been paid if a report has been made in respect of the same fact on the basis of
Article 5:38, first paragraph, or 5:40, first sentence.

7.

A director or supervisory director of an issuer shall immediately notify the
Netherlands Authority for the Financial Markets any change in the votes in the issuer and the
affiliated issuers available to him. The obligation under the

Page 491

previous sentence has been paid if a report has been made in respect of the same fact on the basis of
Article 5:38, second paragraph.
8.

An issuer reports the fact that a director or supervisory director is no longer in
function is immediately assigned to the Netherlands Authority for the Financial Markets.

9.

If a director of an issuer is a legal person, the third party
up to and including the eighth paragraph apply mutatis mutandis to the natural persons who
determine the day-to-day policy of this legal person, as well as on the natural persons who
supervising the policy of the board and the general course of affairs in this
legal person.

10.

Rules are laid down by order in council with regard to the
information that must be provided with a report as referred to in this article and the method
of reporting.

Section 5.3.6. Registration of notifications
Article 5:49
1.

Subject to the provisions of the third paragraph, the Netherlands Authority for the Financial Markets, after
has received a report, immediately notify the
relevant issuer and to the reporting entity. The in the first sentence
the notification referred to serves as proof for the person obliged to notify that he has fulfilled his obligation
until notification has been made.

2.

The Netherlands Authority for the Financial Markets shall immediately after the procedure referred to in Section 1:107, subsection 3,
subparagraph c, under 1°, processing in the register referred to in the notification of the content of the
notification to the relevant issuer.

3.

If the Netherlands Authority for the Financial Markets processes a notification in the register,
referred to in Section 1:107, pursuant to Section 5:51(2), it processes
the data referred to in the second paragraph, notwithstanding Article 1:107, third paragraph, under c,
under 1°, in any case in that register within one working day following the working day on which the
requested information has been obtained or, if the requested information is not
obtained as soon as it considers processing in that register possible. The Netherlands Authority for the Financial Markets
in that case, immediately after the processing referred to in the previous sentence, notify the
notification to the person obliged to report and communication of the content of the notification to the
relevant issuer. The notification referred to in the second sentence extends to:
the person obliged to report to prove that he has fulfilled his obligation to make a report
has fulfilled.

Section 5.3.7. Other rules
Article 5:50
If an issuer, on the basis of a notification as referred to in Section 5:49, second
subsection, or subsection 3, second sentence, suspects that an incorrect report has been made, it shall inform the Authority
Notify Financial Markets thereof without delay.
Article 5:51
1.

The Netherlands Authority for the Financial Markets may inform the person who has made an incorrect report or
has wrongly failed to report by giving an instruction
to make a correct report within a reasonable period of time set by it

Page 492

to do.
2.

The Netherlands Authority for the Financial Markets may process a notification in the register,
referred to in Section 1:107, for the duration of the request for information as referred to in Section
1:74 suspend. It shall notify the relevant issuer of the suspension
institution and the relevant reporting party.

3.

If a report is incorrect and the report has not been rectified or if a report is
has not been made incorrectly and the correct notification is not made, the Netherlands Authority for the Financial
Markets the data in the register referred to in Article 1:107 . that it deems correct
after it has notified the relevant issuer
institution and the relevant reporting party.

Article 5:52
1.

2.

If a notification to which this chapter obliges is not in accordance with this chapter
done, the court of the place where the relevant issuer has its
has its registered office at the request of the person authorized to do so pursuant to the second paragraph, the in
take the measures referred to in the fourth paragraph. If a report relates to a
issuer that has its registered office outside the Netherlands is the court of The Hague
competent.
The following are authorized to bring the claim:
a. holders of shares who alone or jointly possess a substantial
participation;
b. holders of one or more shares with a special statutory right with regard to the
control of the issuer; and
c. the relevant issuer.

3.

4.

The authority to institute the claim expires after three months
from the day on which the person authorized to bring the action for the violation
has or has been able to become aware of.
The measures referred to in the first paragraph are:
a. order the relevant person obliged to report to report in accordance with this
chapter;
b. suspension of the right to cast votes in the relevant issuer
institution available to the person obliged to report during a period to be determined by the court
determine a period of no more than three years;
c. suspension of a resolution of the general meeting of the concerned
issuer until irrevocable
is decided;
d. annulment of a resolution of the general meeting of the concerned
issuer, if it is plausible that this decision would not have been taken if the
votes available to the person subject to the notification obligation would not be
released; or
e. an order to the relevant person subject to the notification obligation to remain active during a period specified by the
a period to be determined by the court, not exceeding five years, from obtaining
of the disposal of shares or votes of the relevant issuer
institution.

5.

A measure as referred to in the fourth paragraph, under b or e, does not apply to shares that are
are held under the title of management by a person other than the relevant

Page 493

person obliged to report, unless the relevant person obliged to report is authorized to
to provide shares or to determine how the associated votes are to be
exerted.
6.

If necessary, the court will regulate the consequences of the measures it has taken.

7.

At the request of the person who has the original claim, the court may:
instituted or of the person against whom the measure is directed, the period referred to in the fourth
paragraph, part b or e, shorten.

8.

A measure as referred to in the fourth paragraph, under d, cannot be provisionally enforceable
be declared.

9.

If the claim referred to in the first paragraph relates to shares that are not
the relevant person subject to the notification obligation are held himself or on votes that he himself does not consider
shareholder, pledgee or usufructuary, the plaintiff invokes the
relevant holder, pledgee or usufructuary in the proceedings, if this to the claimant
is known.

10.

An immediate provision for stock can only be claimed from the
preliminary relief judge of the court that is competent on the basis of the first paragraph. The
claim can only relate to the measures referred to in the fourth paragraph,
parts a, b, c and e. The fifth and ninth paragraphs apply mutatis mutandis.

Chapter 5.4. Rules for acting on markets in financial instruments
Section 5.4.1. Introductory provision
Article 5:53
[Expired as of 11-08-2016]
Section 5.4.2. Rules to prevent market abuse
Article 5:54
[Expired as of 01-01-2015]
Article 5:55
[Expired as of 11-08-2016]
§ 5.4.2.1. Prohibitions
Article 5:56
[Expired as of 11-08-2016]
Article 5:57
[Expired as of 11-08-2016]
Article 5:58

Page 494

[Expired as of 11-08-2016]
Article 5:58a
[Expired as of 11-08-2016]
§ 5.4.2.2. Disclosure and Notification Obligations
Article 5:59
[Expired as of 11-08-2016]
Article 5:60
[Expired as of 11-08-2016]
Article 5:61
[Expired as of 11-08-2016]
Article 5:62
[Expired as of 11-08-2016]
Article 5:63
[Expired as of 11-08-2016]
Article 5:64
[Expired as of 11-08-2016]
Article 5:65
[Expired as of 11-08-2016]
§ 5.4.2.3. Additional supervisory powers
Article 5:66
[Expired as of 01-11-2007]
Article 5:67
[Expired as of 11-08-2016]
Article 5:68
1.

A branch in the Netherlands of a bank, manager, manager of a UCITS,
investment institution, UCITS, investment firm, clearing institution, financial institution
has a certificate of supervision as referred to in Section 3:110(1),
pension fund, premium pension institution or insurer adheres to or pursuant to
rules to be established with regard to integrity
business operations with regard to its actions on markets in financial instruments. This one

Page 495

In any case, the rules aim to ensure that the company referred to in the previous sentence:
a. adopt internal regulations regarding the handling of inside information
respectively with regard to private transactions in financial instruments by
directors and staff;
b. establish effective rules and procedures for reporting violations of the
market abuse regulation;
c. conflict of interest related to transactions in financial instruments
mastered; and
d. has adequate control mechanisms to ensure compliance with the preamble
said rules.
2.
3.

Exemption from the first paragraph can be arranged by ministerial regulation.
The Netherlands Authority for the Financial Markets may, on request, in whole or in part, whether or not
for a fixed period, grant exemption from the provisions pursuant to the first paragraph, if the
the applicant demonstrates that this cannot reasonably be complied with in full and that the
purposes which this article aims to achieve are otherwise sufficiently achieved.

Article 5:69
With regard to compliance with the provisions pursuant to Section 5:68, Section 1:75(1),
applies mutatis mutandis to pension funds.
Chapter 5.5. Public offer for securities
Section 5.5.1. Rules regarding mandatory bids
Article 5:70
1.

2.

Anyone who, alone or together with persons with whom
acted, directly or indirectly, acquires predominant control in a limited company
company with its registered office in the Netherlands, of which shares or with the cooperation of the
limited liability company issued depositary receipts for shares, are admitted to trading
on a regulated market, makes a public offer for all shares and for all
cooperation of the public limited company issued depositary receipts for shares and
announces this without delay after the end of the period referred to in Section 5:72(1), then
at an earlier time.
Articles 1:72 and 1:74 do not apply to this section.

Article 5:71
1.

Section 5:70(1) does not apply to a person who:
a. acquires predominant control in a public limited company that has a
is a collective investment company or an investment company,
the units of which, at the request of the participants, at the expense of the
assets are directly or indirectly repurchased or repaid;
b. acquires predominant control through the unconditional acceptance of a public offer that
was addressed to all shares of a public limited company or to all with
cooperation of a company issued depositary receipts for shares of the
limited liability company, if, as a result of the declaration, he exceeds 50
percent of the voting rights in the general meeting of the limited liability company
can exercise;

Page 496

c. is a legal person independent of the target company whose object is to:
represent the interests of the target company and its affiliates
company and which, after the announcement of a public offer, has bought the shares for the duration
of a maximum of two years to protect the target company;
d. is a legal person independent of the target company that, with the cooperation of
the company has issued depositary receipts for shares;
e. acquires predominant control in the context of a transfer of the interest that
predominant control is provided within a group as referred to in Article 24b of
Book 2 of the Civil Code or between a legal person or company and its
or its subsidiary;
f. acquires predominant control in a public limited company to which provisional
suspension of payments has been granted or has been declared bankrupt;
g. acquires predominant control through succession;
h. acquires predominant control simultaneously with the acquisition of predominant
control in the same limited liability company by one or more other natural persons
persons, legal entities or companies, on the understanding that the provisions referred to in Section 5:70,
the obligation referred to in paragraph 1 rests on the person who has the most voting rights
exercise;
i. predominant control at the time the shares or the cooperating
depositary receipts for shares issued by the company for the first time until the
be admitted to trading on a regulated market;
j. is a custodian of shares, insofar as he has the obligations attached to the shares
cannot exercise voting rights in its sole discretion;
k. acquires predominant control by entering into a marriage or from a
registered partnership with a person who already has predominant control in the
concerned public limited company.
2.

Further rules may be laid down by order in council with
with regard to the first paragraph, opening words and parts c and d.

3.

Article 5:70, first paragraph, does not apply to the State of the Netherlands or a
pursuant to Article 6:2, fourth paragraph, a legal person designated, acting in the public interest
acquires predominant control in a financial undertaking.

Article 5:72
1.

The obligation to make a public offer lapses if the person on whom it is
rest loses predominant control within thirty days of its acquisition, unless:
a. the loss of controlling interest results from the transfer of a
interest to a natural person, legal person or company who can appeal
do on Article 5:71, first paragraph; or
b. the person subject to the obligation has exercised his voting rights during this period.

2.

At the request of the person, the Enterprise Chamber of the Amsterdam Court of Appeal may
who has the obligation to make a public offer, the period referred to in the
first paragraph, can be extended by a maximum of sixty days. The Enterprise Chamber takes
decision takes into account all interests involved.

3.

At the request of the object company, the Enterprise Section may, any holder of
shares of the target company and each holder of, with the cooperation of the
depositary receipts issued by the target company provide that those who
acquires predominant control as referred to in Section 5:70(1), is not obliged to
making the offer referred to in that paragraph, if the financial position of the

Page 497

target company and its affiliated company gives cause to do so.
4.

The first and second paragraphs apply mutatis mutandis to those who
acquiring predominant control pursuant to Section 5:71(1)(h)
was exempted from the obligation to make a public offer and which
exception has lapsed, on the understanding that the period of thirty days starts
at the time when the exception expires.

Article 5:72a
1.

The person who acquires predominant control in a company as referred to in
Section 5:70(1) will make a public announcement about this without delay.

2.

If a natural person, legal person or company as referred to in the first
member loses predominant control in the manner referred to in Section 5:72(1), or
makes a request as referred to in Section 5:72, subsection 2 or 3, he shall also do so
immediately a public announcement as well as about the decision of the Enterprise Chamber,
referred to in Article 5:72, second or third paragraph.

Article 5:73
1.

If Article 5:70 is violated, the Enterprise Chamber of the Court of Appeal
Amsterdam at the request of the target company, any holder of shares of the
target company, any holder of with the cooperation of the target company
issued depositary receipts for shares or a legal person as referred to in Article 305a of
Book 3 of the Civil Code to a person who has predominant control
acquired an injunction to make a public offer in accordance with the
determined under this chapter.

2.

At the request of the applicant referred to in the first paragraph, the Enterprise Chamber may
also take the following measures:
a. suspension of the exercise of voting rights by a person who predominantly die
has acquired control during a period to be determined by the Enterprise Chamber
period of time;
b. a ban on the person who has acquired predominant control from participating
to the general meeting during a period to be determined by the Enterprise Chamber
period of time;
c. temporary transfer under the title of management of shares by the person who predominately
has acquired control;
d. suspension or annulment of resolutions of the general meeting.

3.

At the request of the persons referred to in the first paragraph, the Enterprise Chamber may
give the person who has acquired predominant control an order to the person on whom
the predominant control rests within a period to be determined by the Enterprise Chamber
to reduce the interest that gives it predominant control over a period of time if:
a. the obligation to make a public offer leads to a concentration in the
meaning of Article 3 of Regulation (EC) No 139/2004 of the Council of the European Union

of 20 January 2004 on the control of concentrations between undertakings (the
«EC Merger Regulation») (OJEU L 24) and the European Commission this
incompatible with the internal market on the basis of Article 8(3) of
the said regulation,
b. the Authority for Consumers and Markets a license within the meaning of Article 41 of the
Competition Act has refused, or

Page 498

c. in a case as referred to in Article 39, second paragraph, under a, of the Competition Act
the permit has not been applied for within four weeks, or the application for a
license has been revoked.
4.

At the request of the person who submitted the request referred to in the first paragraph,
the Enterprise Chamber may make a provisional injunction.

5.

At the request of the persons referred to in the first paragraph, the Enterprise Chamber may:
give an order to the persons referred to in Section 5:72a(1) or (2) to do
of a public announcement as referred to in Section 5:72a, subsection 1 or 2. The fourth member
applies mutatis mutandis.

6.

If necessary, the Enterprise Chamber will arrange the consequences of the
measures.

7.

Against decisions of the Enterprise Chamber pursuant to this article,
only appeal in cassation open.

Section 5.5.2. Making a public offer and the power to approve
a bid memorandum
Article 5:74
1.

It is prohibited to make a public offer on securities admitted to the
trading on a regulated market for which a license as referred to in Section 5:26,
first paragraph, has been granted, unless an offer memorandum generally applies prior to the offer
has been made available that has been approved by the Netherlands Authority for the Financial Markets or by a
regulatory body of another Member State.

2.

The Netherlands Authority for the Financial Markets may approve the offer document if:
a. the object company has its registered office in the Netherlands and the securities are admitted to the
trading on a regulated market for which a license as referred to in Article
5:26, first paragraph, has been granted;
b. the target company has its registered office in another Member State, the securities are admitted to the
trading on a regulated market for which a license as referred to in Article
5:26, first paragraph, has been granted and the securities are not also admitted in that other Member State
to trading on a regulated market;
c. the target company has its registered office in another Member State, the securities are admitted to the
trading on a regulated market for which a license as referred to in Article
5:26, first paragraph, and also in a Member State other than where the
target company has its registered office and the securities are first admitted to trading on a
regulated market in the Netherlands;
d. the target company has its registered office in another Member State, the securities simultaneously and for
are first admitted to trading on a regulated market for which a
license as referred to in Section 5:26(1) has been granted and has been issued in a Member State other than
where the target company has its registered office and the target company for approval by the
Netherlands Authority for the Financial Markets has chosen;
e. the target company has its registered office in another State, not being a Member State, and the
securities are admitted to trading on a regulated market for which a
a permit as referred to in Section 5:26(1) has been granted;
f. the target company is an investment institution whose units are on
request of the holder to be repurchased directly or indirectly at the expense of the assets or
repaid, has its registered office in another Member State, the securities are admitted to trading
on a regulated market for which a license as referred to in Section 5:26,

Page 499

first paragraph, has been granted, and the securities are also admitted to trading in that Member State on
a regulated market.
3.

If the second paragraph, under d, applies, the object company shall
Netherlands Authority for the Financial Markets, the relevant supervisory authority in the Member State
where the regulated market is located, as well as the market operator to which a
license as referred to in Section 5:26(1) has been granted and the relevant
market operator of the regulated market located in another Member State on the first
trading day of its choice. The target company makes this choice public with
observance of Article 5:25m.

4.

In any public announcement relating to the public offer, the offeror takes a
reference to the approved offer document.

Section 5.5.3. Regulations if the Netherlands Authority for the Financial Markets is authorized to
to approve bid memorandum
Article 5:75
1.

This Section applies to tenders in respect of which the Authority
Financial Markets may approve the offer memorandum pursuant to Section 5:74(2).

2.

Article 5:76, second paragraph, preamble and under a, also applies to public
bids on securities issued by an offeree company having its registered office in
Netherlands which are admitted to trading on a regulated market.

3.

Notwithstanding the first paragraph, Article 5:76, second paragraph, preamble and part c, of ,
applies to public offers in respect of which the offer memorandum has been approved by
a supervisory authority of another Member State.

Article 5:76
1.

The Netherlands Authority for the Financial Markets approves an offer memorandum if it complies with
rules to be laid down by order in council with regard to the data contained in the
offer memorandum are included.

2.

By or pursuant to an order in council, with a view to an adequate
the functioning of the securities markets or the position of investors in those markets
be made with regard to:
a. the preparation of, announcing, the issuing of, the conduct of the
procedure of, acknowledgment of and information to be provided regarding a
public offer;
b. the consideration to be provided by a bidder, and
c. imposing additional requirements on an offer memorandum approved by a goedgekeurd
supervisory authority of another Member State, as well as with regard to the
providing an offer document.

Article 5:77
1.

The Netherlands Authority for the Financial Markets will make within ten working days of receipt of the
application for approval of the offer memorandum its decision on the approval
known to the applicant.

2.

In the event that Section 4:5 of the General Administrative Law Act is applied, the term,

Page 500

referred to in the first paragraph, at the moment that the applicant for approval submits the additional
provided information. Article 4:15 of the General Administrative Law Act does not apply
application. The applicant will be notified within a period of ten working days after the submission of
the application has been notified of the invitation referred to in Section 4:5 of the General Act Algemene
administrative law.
Article 5:78
Within six working days after an approval decision has been made known to him,
the bidder makes its offer by making the approved offer memorandum generally available
make or make a public announcement that it will not make a public offer.
Section 5.5.4. Additional regulations, exemption and exemption
Article 5:78a
Articles 5:79, 5:80a and 5:80b apply to public bids in respect of which
the Netherlands Authority for the Financial Markets pursuant to Section 5:74, subsection 2, the offer memorandum may
approve.
Article 5:79
If the offeror has declared his public offer unconditional, it is for a period of
one year after the offer memorandum has been made generally available, securities of
to acquire, directly or indirectly, the type to which the public offer relates at for the
holder of those securities more favorable conditions than under the public offer.
Article 5:80
1.

Article 1:75, first paragraph, applies mutatis mutandis to a bidder or
target company, if that offeror or target company does not comply with the
the rules laid down in Articles 5:74, first paragraph, 5:76, second paragraph, 5:78 or 5:79.

2.

If the Netherlands Authority for the Financial Markets establishes that a public offer is contrary to the
is prepared, announced or issued by or pursuant to rules laid down in this chapter,
he can designate an investment firm involved in this
to refrain from cooperating in the public offer.

3.

Further rules may be laid down by order in council with
with regard to the power under the second paragraph.

Article 5:80a
1.

The person who is obliged to make a public offer shall make it at a fair price
price.

2.

3.

The fair price is the highest price during the year prior to the announcement
of the mandatory bid by the bidder or by the persons with whom it is mutually agreed
deals in securities of the same category or class in which the mandatory bid
relates has been paid.
The fair price is determined by order in council if:
a. securities are sold by the offeror or the persons with whom it trades in concert
obtained for a price higher than the fair price;

Page 501

b. by the offeror in the period of one year prior to the announcement of the
mandatory offer no securities have been acquired of the same class or class as in which
the mandatory offer relates.
4.

The fair price is in securities, cash or a combination of securities and cash. At general
By order in council, further rules will be laid down in this regard.

Article 5:80b
1.

If there is an obligation to make a public offer, the
Enterprise Chamber of the Amsterdam Court of Appeal at the request of the bidder, the
target company, another holder of shares of the target company or a holder
of certificates issued with the cooperation of the target company at a fair price
determine, whereby it is possible to deviate from the provisions laid down by or pursuant to Article 5:80a, second or
third paragraph, determined.

2.

The request shall be reasoned and shall state in what respect the fair price must be
are being adjusted. The request is submitted no later than two weeks after the offer has been submitted
released. The Enterprise Chamber handles the request with the utmost urgency.

3.

The request is inadmissible if the fair price pursuant to Section 5:80a, second
or third paragraph, deviates less than 10 percent from the average stock price during the period
three months prior to the submission of the request.

4.

The Enterprise Chamber can only grant the request if the applicant has been
fair price, as referred to in Section 5:80a, is disproportionately affected in its interest.

5.

Further rules may be laid down by order in council with
with regard to the consequences of the granting of a request for the course of the
procedure and the information to be provided regarding a public offer.

Article 5:81
1.

Exemption may be granted by order in council from the
determined pursuant to Section 5:70. Limitations may be imposed on an exemption and
regulations are connected with a view to the adequate functioning of the
securities markets and the position of investors thereon. The nomination for the general
administrative order referred to in the first sentence shall not be made earlier than four weeks
after the draft has been submitted to both Houses of the States General.

2.

Exemption may be granted by ministerial regulation from the
5:74, paragraph 1, 5:76, paragraphs 1 and 2 or Article 5:79. To an exemption
restrictions and regulations may be imposed with a view to a
adequate functioning of the securities markets and the position of investors in them.

3.

The Netherlands Authority for the Financial Markets may grant an exemption, in whole or in part, upon request
granting the grant by or pursuant to Section 5:74(1), 5:76(1) and (2), 5:78 or
5:79, if the applicant demonstrates that this cannot reasonably be
fulfilled and the purposes which these articles are intended to achieve are otherwise sufficient
are being reached.

Article 5:82
Under Section 5:71(2), 5:76(2), 5:80a(3) or (4), or 5:80b(5)
member, an order in council adopted is submitted to both Houses of the States General

Page 502

submitted. It shall enter into force at a time after four weeks after submission
expired by Royal Decree, unless within that period by or on behalf of a
of the chambers or by at least one fifth of the constitutional number of members of one of the chambers
the wish is expressed that the entry into force of the general measure of
governance is regulated by law. In that case, a bill to that effect is
submitted as soon as possible. If the bill is withdrawn or if one of the
both chambers of the States General decide not to adopt the proposal, the general
administrative order withdrawn.
Article 5:83
An exemption from the prohibition referred to in Article 6a, paragraph 1, of the Supervision Act Wet
securities transactions 1995 or the requirements referred to in Article 6a, paragraph 3, of the Supervision Act Wet
1995 securities trading that has been granted pursuant to Section 6c(1) of the Supervision Act
securities transactions 1995 is based on the entry into force of the Act on the financial
supervision of Section 5:81(3).
Chapter 5.6. Rules on the application of a code of conduct by institutional
investors
Article 5:86
1.

An institutional investor with registered office in the Netherlands and invested capital for which
shares or depositary receipts for shares admitted to trading on a
regulated market, a multilateral trading facility or a regulated market
market or multilateral trading facility comparable system from a non-Member State lidstaat
announces compliance with the principles and best practice provisions of the op
designated pursuant to Section 391(5) of Book 2 of the Dutch Civil Code
code of conduct, which are addressed to the institutional investor. If the institutional investor
those principles or best practice provisions are not or not fully in the last closed financial year
has complied with or does not intend to do so in the current and subsequent financial year
fully comply with it, he shall state this with reasons.

2.

The institutional investor shall make the notification and statement referred to in the first paragraph at least
at least once per financial year:
a. in its management report;
b. on his website; or
c. to the address of any participant or client who has expressly
agreed.

3.

4.

Participant within the meaning of the second paragraph is also understood to mean a participant as
referred to in Article 1 of the Pension Act or Article 1 of the Compulsory Act
occupational pension scheme.
Article 1:25 does not apply to the preceding paragraphs.

Article 5:87
Exemption from Article 5:86 can be arranged by ministerial regulation.
Chapter 5.6a. Transparency rules to promote long-term engagement
shareholders

Page 503

Section 5.6a.1. Preliminary provisions
Article 5:87a
For the purposes of this chapter, in so far as necessary by way of derogation from Article 1:1, this means:
below:
a. institutional investor: institutional investor as referred to in Article 2, part e, of
the Shareholders' Rights Directive, with its registered office in the Netherlands, insofar as it is directly
or via an asset manager as referred to in Article 2(f) of the Directive
shareholder rights invests in shares admitted to trading on a
regulated market;
b. asset manager: asset manager as referred to in Article 2(f) of the
Shareholders' Rights Directive, with its registered office in the Netherlands, insofar as these are
institutional investors invest in shares admitted to trading on a
regulated market;
c. voting advisor: proxy advisor as referred to in Article 2, part g, of the Directive
shareholder rights, with registered office or branch in the Netherlands, insofar as these services
grants to shareholders in respect of shares of companies with a
registered office in a Member State that are admitted to trading on a regulated
market.
Article 5:87b
Article 1:25 does not apply to this chapter.
Section 5.6a.2. Institutional Investor Engagement Policy and
asset managers, investment strategy of institutional investors and
agreements with asset managers
Article 5:87c
1.

2.

An institutional investor or asset manager has an engagement policy and
makes this policy public on its website.
The involvement policy, referred to in the first paragraph, contains a description of:
a. the way in which the institutional investor or asset manager monitors the
investee companies with regard to relevant matters,
including strategy, financial and non-financial performance and risks,
capital structure, social and environmental effects and corporate governance of
the companies in which it invests;
b. the way in which the institutional investor or asset manager conducts a dialogue with
the companies in which it invests;
c. the way in which the institutional investor or asset manager exercises the voting rights and
exercises other rights attached to shares;
d. the way in which the institutional investor or asset manager cooperates with
other shareholders;
e. the way in which the institutional investor or asset manager communicates with
relevant stakeholders of the investee companies; and
f. how to manage conflicts of interest related to the
involvement of the institutional investor or asset manager.

3.

An institutional investor or asset manager makes at least once a
financial year on its website in which way the involvement policy, referred to in the

Page 504

first paragraph, has been implemented. This statement contains at least the way in which the institutional
investor or asset manager has voted at the general meeting of the
companies in which investments are made, including voting behaviour, an explanation of the
key voting and the use of the services of voting advisors.
4.

If an institutional investor or asset manager has most recently
financial year has not or not fully complied with the provisions of paragraphs 1 to 3 inclusive
or does not intend to comply with it in full in the current and subsequent financial year,
he shall state this on his website at least once per financial year.

5.

If an asset manager follows the involvement policy, referred to in the first paragraph, of
an institutional investor, including voting, the website of the
institutional investor a reference to the website of the asset manager where the
intended voting information is available to the public.

6.

By or pursuant to Articles 4:14, second paragraph, under c, under 4°, 4:37e and 4:88,
first paragraph, the rules laid down for the management of conflicts of interest are of
mutatis mutandis to the institutional investor's engagement activities
or asset manager.

Article 5:87d
1.

An institutional investor discloses how the key elements
of its investment strategy are aligned with the profile and maturity of its
liabilities, including in particular its long-term obligations, and how
these elements contribute to the medium and long-term performance of its portfolio.

2.

If an asset manager manages assets on behalf of an institutional investor,
does the institutional investor make the following information about its agreement with the
asset manager public:
a. the way in which the agreement encourages the asset manager to invest
aligning its investment strategy and investment decisions with
the profile and duration of the obligations, in particular the
long-term obligations, of the institutional investor;
b. the way in which the agreement encourages the asset manager to take
investment decisions based on the assessment of the financial and non-financial
medium to long-term performance of the company invested in and
commitment to this company to improve its performance on the
medium to long term;
c. the manner in which the method and time horizon used for evaluating the performance of
the asset manager are used and the fee for the
asset management services match the profile and duration of the
liabilities, in particular the long-term liabilities, of the institutional
investor, and take into account the absolute long-term performance;
d. the way in which the institutional investor monitors the turnover rate of the
portfolio-related costs incurred by the asset manager as well as the manner
on which the target portfolio turnover rate is determined and then
is supervised; and
e. the term of the agreement between the institutional investor and the
asset manager.

3.

If the agreement between the institutional investor and the asset manager
information, referred to in the second paragraph, does not contain or does not fully contain, the institutional investor

Page 505

reasoned statement thereof.
4.

The institutional investor makes the information referred to in the first to third paragraphs,
public on its website. The institutional investor updates this information at least
once per financial year unless there is no material change to that information.

5.

Notwithstanding the fourth paragraph, an insurer as referred to in Article 3:73c, first paragraph,
include the information referred to in the first to third paragraphs in the report about his
solvency and financial position, referred to in Section 3:73c(1).

Section 5.6a.3. Transparency asset managers and voting advisors
Article 5:87e
1.

An asset manager informs the institutional investor with which he
asset management agreement has been entered into at least once a year
financial year in which way its investment strategy or its implementation is in line
with the agreement and how this agreement contributes to the medium-term
to long-term performance of the institutional investor's portfolio.

2.

The information referred to in the first paragraph includes a report on:
a. the main material medium to long-term risks associated with the investments
are connected;
b. the composition, turnover rate and costs of the portfolio;
c. using voting advisors for engagement activities;
d. the asset manager's policy on entering into agreements in which
a temporary and paid transfer of these votes is arranged and how that
as appropriate, is applied for the purpose of its engagement activities,
in particular during the general meeting of the investee companies; and
e. whether and, if so, the way in which the asset manager takes investment decisions
based on an assessment of medium to long-term performance, including the
non-financial performance of the investee company, which conflicts of interest
associated with engagement activities and how the
asset manager has dealt with it.

3.

If the information referred to in the first paragraph has been made generally available, it is
first paragraph does not apply.

4.

A manager of an investment institution or UCITS provides the information referred to in
the first paragraph, at least at the request of the participants of the
investment institution or UCITS.

Article 5:87f
1.

A voting advisor to whom a code of conduct applies makes a reference to
the code of conduct publicly and announces compliance with that code of conduct. A
voting advisor who has not or not fully adopted the code of conduct in the last closed financial year
complied with or does not intend to comply with this in full in the current and subsequent financial year
to comply with or to whom no code of conduct applies, is motivated to do so
task.

2.

A voting advisor shall make the announcement and statement referred to in the first paragraph public
on its website and updates it at least once per financial year.

3.

A voting advisor makes at least the following information about the establishment of
its research, advice and voting advice at least once per financial year on its
website:

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a. the main characteristics of the methods and models used;
b. the main sources of information;
c. the established procedures to ensure the quality of the research, advice,
to guarantee voting advice and the qualifications of the staff members concerned;
d. whether and, if so, how the voting advisor with national market conditions,
national laws and regulations and circumstances characteristic of the company
takes into account;
e. the main features of the voting policy that the voting advisor applies for each market;
f. whether and, if so, the extent and nature of the voting advisor's dialogue with the
company to which his research, advice or voting advice relates and with
the stakeholders of the company, and
g. the policy to prevent and manage potential conflicts of interest.
4.

The voting advisor will keep the information referred to in the third paragraph for at least 3
years from disclosure available to the public.

5.

If the voting advisor provides the information referred to in the third paragraph, together with the information,
referred to in the first paragraph, in accordance with the second paragraph, is
disclosure in accordance with the third paragraph does not apply.

6.

A voting advisor establishes conflicts of interest or business relationships that affect the formation of
affect his research, advice or voting advice without delay and make it
immediately known to its clients, stating the measures taken
to prevent and manage the identified conflicts of interest.

Chapter 5.7. Rules for access to payment systems
Article 5:88
1.

Without prejudice to the provisions of Chapters 3 and 4 of the Competition Act, the
payment service providers' access to a payment system is not subject to
rules other than rules that are objective, non-discriminatory, proportionate and necessary
are for the protection of the payment system against specific risks and for the
protecting the financial and operational stability of the payment system.

2.

A provider of a payment system shall authorize the use of the system by
payment service providers, payment service users and other payment system providers
in any case not dependent on:
a. conditions that impede effective participation in another payment system;
b. terms and conditions governing the rights, obligations and claims of a participant in the
payment system, imply unequal treatment of payment service providers
with a license pursuant to Section 2:3b(1), and payment service providers to which
an exemption as referred to in Section 2:3d applies; or
c. any limitation based on institutional status.

3.

The first and second paragraphs do not apply to:
a. systems as referred to in Article 212a, part b, of the Bankruptcy Act;
b. payment systems in which only payment service providers who participate
of a guideline group.

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4.

A to a system as referred to in Article 212a, part b, of the Bankruptcy Act
participating payment service provider that allows a licensed
payment service provider transmits transfer orders via the system, it offers
possibility, if requested in accordance with the first paragraph, on an objective, proportional and
non-discriminatory terms to other licensed or registered
payment service providers.

5.

In the event of a refusal, the participating
payment service provider the requesting payment service provider a statement of the reasons for
the rejection. The participating payment service provider provides a copy of this statement
to the Netherlands Authority for Consumers and Markets.

Article 5:88a
1.

Without prejudice to the provisions of chapters 3 and 4 of the Competition Act, the
conditions attached by banks to payment institutions' access to
payment account services objective, non-discriminatory and proportionate. This access is
sufficient to enable payment institutions in an unimpeded and efficient manner
to offer payment services.

2.

A refusal of access will be accepted by the bank, stating the full reasons
reported to the Netherlands Authority for Consumers and Markets.

3.

The first and second paragraphs apply mutatis mutandis to the access of
payment service providers who are wholly or partially exempt from Section 2:3a(1).

Chapter 5.8. Supervision of rating agencies
Article 5:89
1.

Our Minister shall designate the supervisor charged with supervising compliance
of the Credit Rating Agencies Regulation.

2.

If the first paragraph is applied, with the supervision of compliance with
the Regulation on credit rating agencies burdens the designated by decision of the supervisor
persons.

3.

Articles 1:72, second paragraph, 1:73, 1:74 and Article 1:75, first and fourth paragraph, are of
similar applications.

Chapter 5.9. Position Limits and Position Management Controls for Commodity Derivatives
Section 5.9.1. Position Limits
Article 5:89a
1.

The Netherlands Authority for the Financial Markets determines, applying the calculation method,
referred to in Article 57(3) of the Markets in Financial Instruments Directive 2014 and
set a position limit for each person in accordance with the procedure laid down in Article 57(5) of that Directive
commodity derivative that is traded on a company located or managed in the Netherlands
trading venue in order to prevent market abuse and orderly
promote price formation and settlement conditions and publish them on
her web site.

2.

A position limit provides a clear qualitative threshold for the
maximum size of the position in a commodity derivative that a person may
and complies with the requirements set out in Article 57, ninth, of the Markets for . Directive
financial instruments 2014 requirements.

3.

The Netherlands Authority for the Financial Markets changes with the application of the calculation method,
referred to in the first paragraph, a position limit set by it, if it determines that the
deliverable stock or the total of open contracts changes significantly or in the event
of another significant change on the market.

4.

The Netherlands Authority for the Financial Markets can decide on request that a position limit does not apply to
applies to positions in commodity derivatives and economically equivalent OTC
contracts held by or on behalf of a non-financial entity,
of which, with due observance of the provisions of Article 57, twelfth paragraph, under a and f, of the
Markets in Financial Instruments Directive 2014, can become objective
found to reduce risks directly related to the
commercial activities related to the underlying commodities of the nonfinancial entity.

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Article 5:89b
1.

A person resident in the Netherlands is not permitted at any time to
net position in a commodity derivative that exceeds the position limit referred to in Article
57, first paragraph, of the Markets in Financial Instruments Directive 2014, which
commodity derivative applies, exceeds.

2.

The net position, referred to in the first paragraph, is calculated on the basis of all positions that
the person holds in the commodity derivative and in economically equivalent OTC
derivative contracts and the positions in these financial instruments held for its account
are held at an aggregated group level.

Article 5:89c
1.

The Netherlands Authority for the Financial Markets sets a unique position limit as referred to in Article 57,
sixth paragraph of the Markets in Financial Instruments Directive 2014, which is applied
on all trades in the commodity derivative to which the unique position limit applies,
if the trading venue with the largest trading volume in that commodity derivative in
The Netherlands is located or is administered.

2.

The Netherlands Authority for the Financial Markets sets the unique position limit referred to in the first paragraph,
determined in accordance with the procedure referred to in Article 57(6) of the Markets for . Directive
financial instruments 2014.

Article 5:89d
1.

In the event of special circumstances, the Netherlands Authority for the Financial Markets may
establish position limits that are more restrictive than the position limits that apply
the calculation method referred to in Article 57(3) of the Markets for . Directive
financial instruments 2014 can be determined. The Netherlands Authority for the Financial Markets
makes use of this power only if, in view of liquidity and orderly
functioning of the relevant market is objectively justified and proportionate.

2.

If the Netherlands Authority for the Financial Markets intends to impose a restrictive position limit as
referred to in the first paragraph, it shall report this intention on its website under

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indication of the details of that restrictive position limit.
3.

A restrictive position limit determined pursuant to the first paragraph applies to the
duration of no more than six months from the time of publication of the
restrictive position limit. The Netherlands Authority for the Financial Markets can extend this period at any time
for a maximum of six months, if the reasons for the restriction continue to apply.

4.

If the Netherlands Authority for the Financial Markets intends to impose a restrictive position limit as
referred to in the first paragraph, it shall report this intention, stating reasons, to the
European Securities and Markets Authority, with a request to advise.

5.

If, following a negative opinion from the European Authority, the Netherlands Authority for the Financial Markets
for securities and markets on the application of the first paragraph a restrictive position limit
finds it, it shall immediately report this on its website, stating reasons.

Division 5.9.2. Position Management Controls
Article 5:89e
1.

An investment firm or market operator that has a
operates or manages a trading platform on which commodity derivatives are traded fits
position management controls to prevent market abuse and to ensure orderly
promote price formation and settlement conditions. The
investment firm or market operator notifies the Netherlands Authority for the Financial Markets
of the characteristics of the position management controls.

2.

A position management check complies with the requirements set out in Article 57, ninth paragraph, of the Directive
markets for financial instruments 2014.

3.

Further rules may be laid down by order in council with
with regard to the powers of the investment firm or market operator, referred to
in the first paragraph.

Section 5.9.3. Reports
Article 5:89f
1.

An investment firm or market operator that has a
operates or manages trading venues on which commodity derivatives are traded,
allowances or emission allowance derivatives, publishes a weekly
report of the aggregated positions of the persons in these financial instruments
on the trading venue, if both the number of persons holding positions in a
holding a particular financial instrument if the aggregate size of their open positions in
these financial instruments the two pursuant to Article 58(6) of the Markets Directive
exceeds the thresholds set for 2014 financial instruments.

2.

The investment firm or market operator shall send a copy of the report,
referred to in the first paragraph, to the Netherlands Authority for the Financial Markets and the European Authority for
securities and markets.

3.

The Netherlands Authority for the Financial Markets may authorize the investment firm or market operator,
referred to in the first paragraph, require a complete breakdown at least once a day
providing trading positions in commodity derivatives, emission allowances or of
emission allowances derivatives of the persons trading on the trading venue

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in these financial instruments.
4.

In applying the first paragraph, the investment firm or market operator
the Financial Markets Directive pursuant to Article 58, fifth and seventh paragraphs,
instruments 2014 observes the rules and in the application of the third paragraph, the
investment firm or market operator, pursuant to Article 58(5) of the Directive
markets for financial instruments.

Article 5:89g
1.

An investment firm that trades outside a trading venue in
commodity derivatives, emission allowances or emission allowance derivatives
at least once a day a breakdown of its positions as well as those of its clients, the
clients of those clients up to the end client in . traded on a trading venue
commodity derivatives, emission allowances or emission allowance derivatives and
economically equivalent OTC derivative contracts to the supervisory authorities
authority of the Member State in which the trading venue is located or operates.

2.

If commodity derivatives traded by the investment firm,
allowances or emission allowance derivatives in significant quantities
traded on trading venues in more than one Member State, the
investment firm a breakdown as referred to in the first paragraph to the supervisory
authority of the Member State of the trading venue with the largest trading volume in the
relevant commodity derivatives, emission allowances or derivatives
instruments.

3.

In the application of the first and second paragraph, the investment firm shall take the
pursuant to Article 58(5) of the Markets in Financial Instruments Directive 2014
the rules laid down.

Article 5:89h
A participant or member of a regulated market or a multilateral trading facility and
a client of an organized trading facility reports daily to the operator of
the trading venue on which he trades in commodity derivatives the details of the
positions it holds in commodity derivatives traded on that trading venue as well as
of the positions in those financial instruments of its clients, the clients of those clients to
to the end client.
Section 5.9.4. Additional supervisory powers
Article 5:89i
1.

The Netherlands Authority for the Financial Markets may grant a person a
designation in respect of a commodity derivative to which a
position limit as referred to in Article 57(1) of the Financial Markets Directive
instruments 2014 applies, do not enter into new agreements or
within a reasonable term set by the Netherlands Authority for the Financial Markets, the size of the
reduce the position in the commodity derivative if the position limit threatens to be exceeded
turn into.

2.

The Netherlands Authority for the Financial Markets may make a designation as referred to in the first paragraph
also, if they are registered by a supervisory authority of another Member State
is notified of a decision that a person may not enter into new contracts
conclude in respect of a particular commodity derivative or the relevant

Page 511

person must measure the size of a position he holds in a commodity derivative
to build.
3.

The Netherlands Authority for the Financial Markets informs the supervisory authorities of the other
Member States and the European Securities and Markets Authority of a decision to
giving an instruction as referred to in the first or second paragraph no later than 24 hours before the
decision is made.

4.

Due to the required urgency, the Netherlands Authority for the Financial Markets may deviate from the term of
24 hours, referred to in the third paragraph.

5.

If a decision to issue a designation as referred to in the first or second
paragraph relates to energy products intended for wholesalers as referred to in Article
4(1)(58) of the Markets in Financial Instruments Directive 2014, states the
Netherlands Authority for the Financial Markets the Agency for the cooperation between
energy regulators, referred to in Article 1, first paragraph, of Regulation (EC) No 713/2009 of
the European Parliament and of the Council of 13 July 2009 establishing an Agency for
the cooperation between energy regulators (PbEU 2009, L 211), aware of this.

6. Share special measures concerning the stability of the financial system
Chapter 6.1. General
Article 6:1
1.

Our Minister may, if he is of the opinion that the stability of the financial system
is seriously and immediately endangered by the situation in which a financial undertaking with financiële
registered office is located in the Netherlands, with a view to the stability of that system, immediate
make provisions with regard to the company concerned, if necessary by way of derogation from
statutory regulations or statutory provisions, with the exception of the provisions laid down by or pursuant to this
part rules.

2.

Our Minister shall consult the Dutch Central Bank before making a provision as referred to
to be found in the first paragraph. The decision shall be taken in accordance with Our Minister
President, Minister of General Affairs.

3.

If necessary, Our Minister will arrange the consequences of the provisions taken by him and
determines the term of those provisions. Our Minister may set this term separately by
extend decision.

4.

A facility made pursuant to paragraph 1 may, without prejudice to the provisions of Article 2 of
appendix 2 to the General Administrative Law Act with regard to the Financial Supervision Act
certain, neither by the company concerned nor by third parties
made. A decision to that effect is null and void.

Article 6:2
1.

Our Minister may, if he is of the opinion that the stability of the financial system
is seriously and immediately endangered by the situation in which a financial undertaking with financiële
seat is located in the Netherlands, with a view to the stability of that system, decisions to
expropriation of assets of the company concerned, by or with
cooperation of that company securities issued or of claims against that
company, if necessary in deviation from legal regulations or statutory provisions, with,
exception of the rules laid down by or pursuant to this part.

2.

Our Minister shall consult the Dutch Central Bank before taking a decision to expropriate
take. The decision is taken in agreement with Our Prime Minister,
Minister of General Affairs.

3.

An expropriation decision shall state the date on which it takes effect. the te
expropriate assets, securities or claims are transferred at the time of
entry into force of that decision. Without prejudice to Article 3:41 of the
General Administrative Law Act, announcement made by publication in the Government Gazette.

4.

It may be stipulated in the decision to expropriate that the person to be expropriated
assets, securities or claims are expropriated in the name of a
decision designated private legal person with full legal capacity.

Page 512

5.

Our Minister will arrange the consequences of the expropriation.

6.

An asset or security or expropriated under paragraph 1
claim shall pass unencumbered to the State of the Netherlands or the
designated legal person. Expropriation pursuant to the first paragraph of by or with
the cooperation of the company concerned transfers the rights to new
securities of that class to be issued will expire.

7.

Without prejudice to Article 6:5a, by means of an expropriation pursuant to the first paragraph, the
powers arising from a settlement clause in an agreement relating to
to financial instruments unaffected.

8.

The Expropriation Act does not apply to expropriations pursuant to the first paragraph.

Article 6:3
1.

Our Minister shall, if he intends to issue a decision as referred to in Section 6:1 or 6:2
to notify the Netherlands Authority for the Financial Markets of that intention. Furthermore, he states the
The Netherlands Authority for the Financial Markets immediately informs you of a
decision taken.

2.

If the Netherlands Authority for the Financial Markets receives notification of a decision to
expropriation of securities that are admitted to trading on a
functioning regulated market, an organized market operated in the Netherlands
trading facility or multilateral trading facility, it is mandatory by means of a designation
the person who operates the trading platform or the person referred to in Section 1:77d(1);
systematic internalisers to trade in those securities,
as well as to suspend or suspend trading in related financial instruments
interrupt and trade in expropriated securities or in depositary receipts for expropriated shares
cannot be resumed until a time to be determined by the Netherlands Authority for the Financial Markets.

3.

For the purposes of the second paragraph, securities admitted to the
trading on a regulated market located or functioning in the Netherlands or an in
Multilateral trading facility operated by the Netherlands assimilated securities with regard to
of which systematic internal processing takes place in the Netherlands.

Article 6:4
1.

An immediate measure taken pursuant to Article 6:1 may also be part of the
parent company with registered office in the Netherlands of the financial undertaking concerned betrokken
to be.

2.

A decision taken pursuant to Section 6:2 may, if the relevant financial
company has a parent company with its registered office in the Netherlands, also extend to:
expropriation of assets of the parent company, by or with
cooperation of that company securities issued or claims against that company
society.

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Article 6:5
Without prejudice to Article 1:89, first paragraph, the supervisor shall, on its own initiative, provide or
on request, confidential data or information to Our Minister, if this is necessary with a view to
the application of Article 6:1 or 6:2 is necessary. Article 1:42, fifth and seventh paragraph, is of
similar applications.
Article 6:5a
Article 1:76b applies mutatis mutandis to the exercise of powers,
referred to in Articles 6:1 and 6:2, or an event associated with the performance of these duties and
powers is directly related.
Chapter 6.2. Legal protection
Article 6:6
1.

Notwithstanding Section 6:7 of the General Administrative Law Act, the term for
submitting a notice of appeal ten days.

2.

Notwithstanding Section 8:41(5) of the General Administrative Law Act, the
term within which the crediting or payment of the due court fee must be made
to be found, two weeks. The chairman of the Administrative Jurisdiction Division of the Council of
State can set a shorter term.

Article 6:7
1.

The Administrative Jurisdiction Division of the Council of State handles the case with
application of section 8.2.3 of the General Administrative Law Act. Section 8.2.4 of that Act
remains inapplicable.

2.

A copy of the notice of appeal shall be sent to Our Minister immediately. Article
8:58 of the General Administrative Law Act applies mutatis mutandis, provided that
on the understanding that further documents can be submitted up to one day before the hearing.

3.

The Division will make a decision no later than the fourteenth day after the notice of appeal has been lodged
received. If pursuant to Article 8.14, first paragraph, of the General Act
administrative law two or more cases are dealt with together, the Division makes a decision
no later than the fourteenth day after receipt of the last notice of appeal received.

4.

The chair of the Division shall immediately inform the parties of the decision.

Chapter 6.3. Compensation for expropriation
Article 6:8
1.

The rightful claimant with regard to an expropriated pursuant to Article 6:2
asset or security or expropriated claim or any pursuant to paragraph 6 of
that article expires right to new securities to be issued is entitled to compensation. The

Page 514

compensation constitutes full compensation for the damage that he directly and
necessitated by the loss of its asset, security or claim or expired
right suffers.
2.

Compensation is made for the actual value that the expropriated asset or security
or the expropriated claim, respectively the expired right, exclusively for the person who
who it is due has. If the expropriated security is an unpaid share, the
real value thereof in proportion to the amount deposited.

3.

The resting on an expropriated asset or security or expropriated claim
rights of pledge or usufruct and attachments known to Our Minister are made at the time
of the expropriation to the right to compensation. On one on one expropriated
asset vested right of mortgage, the effect of a right of pledge is due
to the right to compensation.

4.

If a share is expropriated for which, with the cooperation of the company,
a certificate or a comparable financial instrument is issued,
derogation from the first paragraph, the right to indemnification is granted to the holder of that
certificate or that financial instrument and the certificate or the
financial instrument.

Article 6:9
1.

When determining the actual value of an expropriated asset or
security or expropriated claim or a lapsed right to new . pursuant to Article 6:2, sixth paragraph,
securities to be issued are based on the expected future prospects of the
financial undertaking concerned in the situation that would have no expropriation
occurred, and the price that, given that future perspective, at the time of
expropriation would have come about through an assumed free sale in the economic
traffic between the expropriated seller acting reasonably and the expropriator acting reasonably
acting buyer.

2.

If the undertaking concerned, prior to the decision to expropriate
has received government financial support, the value that such support
represents discounted in the price referred to in the first paragraph.

Article 6:10
1.

The compensation is determined by the Enterprise Chamber of the
Court of Justice in Amsterdam.

2.

Our Minister shall as soon as possible, but no later than seven days after the decision to
expropriation has become irrevocable, an offer of indemnity and requests the
Enterprise Chamber to determine the compensation in accordance with that offer.

3.

The offer of indemnification shall be notified by Our Minister to
the person to whom, pursuant to Article 6:8, first or fourth paragraph, the right to compensation
due. In appropriate cases, the notification will be made
in accordance with Article 5:25m, first and second paragraph.

Article 6:11
1.

The Enterprise Chamber deals with the request to determine the compensation
on the basis of the administration of justice in civil matters.

2.

The Enterprise Chamber determines the compensation in accordance with the offer of
Our Minister, unless she deems it plausible that the offer does not constitute full compensation
for the damage suffered by the person concerned.

3.

If the offer of Our Minister does not constitute full compensation for the
the damage suffered by the person concerned, the Enterprise Chamber shall, with due observance of the articles
6:8 and 6:9 determine a higher compensation for the person concerned.

4.

With regard to the costs of the proceedings, the Enterprise Chamber shall render such a decision as:
she thinks it should. A person entitled to compensation who has no defence
is not ordered to pay the costs.

Page 515

Article 6:12
1.

The State of the Netherlands shall, no later than four weeks after submission of the request for
determination of the compensation the amount of the compensation offered by Our Minister
compensation payable in advance.

2.

The day and place of payment will be communicated in writing to the
persons entitled to compensation whose address is known. The day and place of
payment will also be announced in a nationally distributed newspaper, unless otherwise agreed
all rightholders know the address.

3.

As long and insofar as the amount referred to in the first paragraph has not been paid, the
amount plus interest, equal to the statutory interest, from the day of expropriation until
on the day of payment.

4.

If a higher amount of compensation has been determined than by way of
advance has been paid, the State will notify the excess no later than four weeks after the decision has been made
determination of the compensation has become final, payable. It
second and third paragraphs apply mutatis mutandis.

5.

Further rules may be laid down by ministerial regulation with regard to the
payment of the compensation.

Article 6:13
1.

The State of the Netherlands can always discharge its payment obligations pursuant to Article
6:12 by the amounts referred to in the first, third and fourth paragraphs of that article
consignment with the interest owed thereon, with notification of the known to him
rights of pledge and usufruct and attachments known to him.

2.

Notice of the consignment shall be given in the manner stipulated in Article 6:12,
second member.

3.

Notwithstanding Article 6:12, third paragraph, in the case of consignment, the
the interest referred to is calculated up to the day of consignment.

7. Part Final Provisions
Article 7:1
For the publication of this Act in the Official Gazette, Our Minister shall determine the numbering of the
articles, paragraphs, sections and chapters of this Act and
citations of and references to articles, paragraphs, sections occurring in this Act

Page 516

and chapters accordingly.
Article 7:2
This Act shall enter into force at a time to be determined by or pursuant to Act of Parliament.
Article 7:3
This Act shall be cited as: Financial Supervision Act.
Charges and orders that it be published in the Official Gazette and that all ministries,
authorities, colleges and officials to whom it may concern, the precise implementation
will keep.

Given in The Hague, September 28, 2006
Beatrix
The Minister of Finance,
G. Salmon
Issued the thirty-first October 2006
The Minister of Justice,
EMH Hirsch Ballin

Annex branches
The business of a life insurer is divided into the following branches:
1. Life insurance in general:
capital, pension and annuity insurance policies, with the exception of those under classes 2
and 3 including insurance, insurance in connection with the care of the funeral de
of man which are exclusively intended for the performance of other than pecuniary
performances as well as supplementary insurance as referred to in Article 1:6, second paragraph, such as
disability insurance and insurance in the event of death as a result of an accident.
2. Life insurance in connection with marriage or birth
3. Life insurance linked to investment funds
4. Permanent health insurance:
non-cancellable long-term health insurance policies taken out with residents of Ireland or
The United Kingdom.
5. Participation in savings banks
6. Capitalization transactions:
transactions based on an actuarial technique to save with a view to
capital formation, consisting of liabilities that are exchanged for one-off or periodic payments
deposits with regard to their duration and their amount are determined.
7. Management of collective pension funds:
management of the investments of pension funds, including the values ​against
the provision for pension liabilities.
The business of a non-life insurer is divided into the following sectors, for which the

Page 517

listed risks include:
1. Accidents:
a.
lump sum benefits in respect of accidents and occupational diseases;
b.
other benefits in respect of accidents and occupational diseases.
2. Disease:
a.
lump sum benefits in respect of diseases other than occupational diseases;
b.
other benefits in respect of diseases other than occupational diseases.
3. Vehicle body:
damage to motor vehicles and other vehicles, with the exception of damage to
railway rolling stock.
4. Airframe Rolling Railway Stock:
damage to railway rolling stock.
5. Aircraft Airframe:
damage to aircraft.
6. Hull sea and inland vessels:
damage to seagoing and inland vessels.
7. Goods transported:
damage to transported goods or luggage, regardless of the nature of the
means of transport.
8. Fire and Nature Events:
damage to goods (with the exception of damage, included under the branches
Vehicle airframe, Railroad rolling stock airframe, Aircraft airframe, Sea and seashell airframes
inland waterway vessels and Transported Goods), when they are caused by fire,
explosion, storm or other natural events (excluding hail and frost),
nuclear power or subsidence.
9. Other Damages to Goods:
damage to goods (with the exception of damage, included under the branches
Vehicle airframe, Railroad rolling stock airframe, Aircraft airframe, Sea and seashell airframes
inland vessels and Transported Goods), when these are caused by hail or frost,
as well as by all other events that are not already included in the sector
Fire and nature events.
10A.
Motor vehicle liability:
liabilities arising from the use of motor vehicles (with the exception of
of the liabilities, included under the Road Transport Liability sector).
10B.
Road transport liability:
liabilities arising for the carrier from the carriage of goods by road
(with the exception of liabilities, included under the sector
motor vehicle liability).
11. Aircraft Liability:
liabilities arising from the use of aircraft,
liability of the carrier included.
12. Liability sea and inland vessels:
liabilities arising from the use of seagoing and inland vessels,
liability of the carrier included.
13. General Liability:
other forms of liability that are not already included under the branches
Motor vehicle liability, Road transport liability, Liability
aircraft and Liability for sea and inland vessels.
14. Credit:
damages resulting from general insolvency, export credit granted, mortgage
credit, agricultural credit and installment sales.
15. Bail:
damages resulting from direct suretyship and indirect suretyship.
16. Miscellaneous Monetary Losses:

Page 518

monetary losses resulting from non-compliance with one of the other branches
risks.
17. Legal Aid:
services rendered and costs incurred, in particular with a view to recovery of
damage suffered by an insured and his defense or representation, both in and
out of court (with the exception of defense or
representation of an insured who is an insurer under a
contract of liability insurance also performed in its own interest).
18. Assistance:
immediate assistance to persons in difficulty who are traveling or
are outside their residence (excluding maintenance services,
after-sales services and the mere indication or making available of
assistance from an intermediary).

Appendix to Section 1:79 Financial Supervision Act
Violation of regulations laid down by or pursuant to article:
General section
1:5a, second paragraph, parts k and l, and third paragraph,
1:10
1:28, second and third paragraph
1:58, second and third paragraph
1:58a, second paragraph
1:58b, second paragraph
1:58c, third paragraph
1:59, second paragraph
1:67, first paragraph
1:74, first paragraph
1:75, first paragraph, in so far as it concerns the non-compliance with an obligation relating to Article 4:24a,
first or second paragraph, indication given.
1:75a
1:76, eighth paragraph, salutation and part a
1:77, first paragraph
1:77c
1:77d, first to third paragraph
1:77f
1:89
1:113
1:114, first and second paragraph
1:116
1:117, first to third paragraph
1:118
1:119
1:120, first, second and fourth member
1:121, first paragraph
1:122, first paragraph
1:124, first paragraph
1:125, first and second paragraph
1:127
1:128, second and third paragraphs

Page 519

Share Market access financial companies
2:3.0a, first and fourth paragraphs
2:3.0b, first paragraph
2:3.0e
2:3.0f, first and fourth paragraph
2:3.0g, first member
2:3.0h
2:3.0y
2:3.0k, first and fourth paragraph
2:3.0l, first paragraph
2:3.0n
2:3a, first paragraph
2:3rd, first, second and third paragraph.
2:3f, first paragraph
2:3g, first paragraph
2:4, first paragraph
2:6, first paragraph
2:8, first paragraph
2:9, first and second paragraph
2:10, first, second and fourth paragraph
2:10a, first paragraph
2:10th, first paragraph
2:10f, first paragraph
2:11, first paragraph
2:14, second paragraph
2:15, first and second paragraph
2:16, first and third paragraph
2:18, first and second paragraph
2:20
2:24, second paragraph
2:25, first and second paragraph
2:26
2:26a, first paragraph
2:26c, first paragraph
2:26d, first paragraph
2:26f, first paragraph
2:27, first paragraph
2:34, second paragraph
2:35
2:36, first through fifth paragraph
2:38, first and second paragraph
2:39, first and second paragraph
2:40, first paragraph
2:45, first through fourth paragraph
2:46, first to third paragraph
2:48, first paragraph
2:50, first paragraph
2:52, first paragraph
2:53, first and second paragraph
2:54, first, second and fourth paragraph
2:54a, first paragraph
2:54c, first paragraph
2:54d, first paragraph
2:54f, first paragraph

Page 520

2:54g, first paragraph
2:54i, first paragraph
2:54l, first paragraph
2:54n, first paragraph
2:54o
2:54q
2:55, first paragraph
2:60, first paragraph
2:65
2:66a, third and sixth paragraphs
2:69b, first paragraph
2:69c, first and third paragraph
2:70
2:70, second paragraph
2:70a
2:71, first paragraph
2:72, first paragraph
2:73, first and second paragraph
2:75, first paragraph
2:80, first paragraph
2:81, third and fourth paragraph
2:84, first and second paragraph
2:86, first paragraph
2:90 first and second paragraph
2:92, first paragraph
2:96, first paragraph
2:100, second paragraph
2:101, first paragraph
2:102, first paragraph
2:103
2:103a, first paragraph
2:103b
2:103c, first paragraph
2:106.0a, first paragraph
2:106a, first and fourth paragraph
2:107, first paragraph
2:107a, first paragraph
2:108, first paragraph
2:110, first paragraph
2:111, first paragraph
2:112, first paragraph
2:114, first paragraph
2:115, first paragraph
2:117, first paragraph
2:118, first paragraph
2:120, first paragraph
2:121, first paragraph
2:121a, first paragraph
2:121c first, fifth, sixth and ninth paragraphs
2:121d first, fifth, sixth and ninth member
2:121st
2:121f
2:121g
2:121h
2:122, first and fourth paragraph

Page 521

2:122a, first paragraph
2:123, first, third through fifth paragraphs
2:124b, first and second paragraph
2:125, first, sixth and seventh paragraphs
2:125a, first and second paragraph and fifth and sixth paragraph
2:126, first paragraph
2:127, first paragraph
2:128, fifth paragraph
2:129, first and third paragraph
2:130, first paragraph
Share Prudential supervision of financial undertakings
3:2, fifth and sixth paragraphs
3:5, first and fourth paragraph
3:6, first paragraph
3:7, first and fourth paragraphs
3:8, first through third and fifth paragraphs
3:9, first paragraph
3:10, first through third paragraphs
3:15, first and second paragraph
3:16, first through third paragraphs
3:17, first and second paragraph
3:17, second paragraph, opening words and part c, under 4
Article 3:17, sixth paragraph
3:17a, first to third paragraphs
3:17b, first to third and fifth paragraphs
3:17c, first and third paragraph
3:18, first through third paragraphs
3:18b, first paragraph
3:19, first and second paragraph
3:19a
3:20
3:20a
3:21, first and second paragraph
3:24
3:24.0b
3:29, paragraphs 1 through 3
3:29a, first and second paragraph.
3:29b
3:29c, first paragraph and fourth paragraph
3:30, first paragraph
3:32
3:33a, second paragraph
3:33b
3:33c
3:34
3:35
3:35a, first and second paragraph
3:36, first, third and sixth paragraphs
3:37, first through third paragraphs
3:38
3:38a
3:38b
3:39, first and second paragraph

Page 522

3:40
3:41
3:42
3:43, second paragraph
3:44, first paragraph
3:47, first through third, fifth and sixth paragraphs
3:48
3:51
3:52
3:53, first through third, fifth and sixth paragraphs
3:54, third paragraph
3:55, second paragraph
3:55a, first and second paragraph
3:57, first, second, fourth and sixth paragraphs
3:57, fifth paragraph
3:57a
3:57b
3:59, second paragraph
3:62, second paragraph
3:62a, third through sixth paragraphs
3:62b, first and second paragraph
3:63, paragraphs 1 through 3
3:63, third paragraph
3:66
3:67, paragraphs 1 through 5
3:68, first and third paragraph
3:68a, first and second paragraph
3:69, first and second paragraph
3:69a
3:70, first paragraph
3:71, first and second paragraph
3:72, first, third through seventh paragraphs
3:73
3:73a
3:73c, first and second paragraph
3:74, first and second paragraph
3:74a, paragraphs 1 through 3
3:74b, first and second paragraph
3:74c
3:75
3:76, first and second paragraph
3:77
3:78, first and second paragraph
3:81, paragraphs 1 through 3
3:82, first and second paragraph
3:83, first and second paragraph
3:86, first and second paragraph
3:87, first and second paragraph
3:88, first, second and fourth paragraph
3:95, first paragraph
3:96, first and fourth paragraph
3:97
3:97, first paragraph
3:99, first paragraph
3:103, paragraphs 1 through 3

Page 523

3:104, first and third paragraph
3:105, fourth paragraph
3:106, first paragraph
3:108a, first paragraph
3:110, fourth and fifth paragraphs
3:111, third paragraph
3:111a, first and second paragraph
3:111c
3:112, first paragraph
3:113, first and second paragraph
3:114, first paragraph
3:114a, first paragraph
3:116
3:119, first paragraph
3:120, first through fifth and seventh paragraphs
3:124, second paragraph
3:125, first paragraph
3:129, first and second paragraph
3:130, first paragraph
3:131, first paragraph
3:131a, first paragraph
3:132, third paragraph
3:135, first through third and sixth paragraphs
3:136, first and second paragraph
3:137, first paragraph
3:141, first paragraph
3:143
3:144, first paragraph
3:146, first paragraph
3:148, first paragraph
3:259, first and second paragraph
3:262
3:263
3:264
3:267, third through fifth paragraphs
3:267a, paragraphs 1 through 4
3:267b, paragraphs 1 through 4
3:267c, first paragraph
3:267h
3:269, first and second paragraph
3:269a, first and third paragraphs
3:273, first paragraph
3:277a, first paragraph
3:279, first and fourth paragraph
3:280, paragraphs 2 through 4
3:281
3:281a, second and third paragraphs
3:281b, first and second paragraph
3:284, first paragraph
3:288a, first to third paragraph and fifth paragraph
3:288b, paragraphs 1 through 3
3:288th, first and second paragraph
3:288f, first and second paragraph
3:288h, second to fifth paragraphs
3:288i, first, third and fourth paragraph

Page 524

3:296, paragraphs 1 through 4
3:297, first through third and fifth paragraphs
3:298, first through third and fifth paragraphs
3:299, first and second paragraph
3:301, first paragraph
3:302, first paragraph
3:303, first and second paragraph
3:304
3:305, first, second and fourth paragraph
Part Special measures and provisions concerning financial undertakings
3A:13, first and third paragraph
3A:14, first paragraph
3A:15, first paragraph
3A:16, first paragraph
3A:21, sixth paragraph
3A:22
3A:26, fourth paragraph
3A:36
3A:42
3A:44, sixth paragraph
3A:45
3A:47, first, second and third paragraph
3A:48, third, fifth and sixth paragraphs
3A:71, second and third paragraph
3A:72, second paragraph
3A:83, second paragraph
3A:138, second paragraph
Share Conduct of business supervision financial undertakings
2:67a, first, third and fourth paragraphs
4:3, first and fourth paragraph
4:4, first paragraph
4:4a
4:5, third paragraph
4:6, first and second paragraph
4:6a, first paragraph
Article 4:9, paragraphs 1 to 4 inclusive
4:9.0a, first paragraph
4:10, first and fourth paragraph
4:11, paragraphs 1 through 4
4:13, first and second paragraph
4:14, paragraphs 1 through 3
4:15, first and second paragraph
4:16, paragraphs 1 through 3
4:17, first and third paragraph
4:18a, first and second paragraph
4:18b, second and third paragraphs
4:18c, third paragraph
4:18d, first and second paragraph
4:18th, first and second paragraph
4:19, paragraphs 1 through 3
4:20, first, third and fourth paragraph

Page 525

4:21
4:22, first and second paragraph
4:22a, first to third paragraphs
4:23, first to sixth paragraphs
4:24, first to fourth paragraphs, sixth and seventh paragraphs
4:25, first paragraph
4:25a, first paragraph
4:25b, first and second paragraph
4:25d
4:26, paragraphs 1 through 7
4:27, first, second and fourth paragraph
4:27a, first paragraph
4:30a, first to third paragraph
4:31, paragraphs 1 through 4
4:31a
4:32, first paragraph
4:33, paragraphs 1 through 3
4:34, third paragraph
4:35
4:37c
4:37d, first and third paragraph
4:37th, first and second paragraph
4:37j, first and second paragraph
4:37k, first through fourth paragraph
4:37l, first to third paragraphs
4:37m, first member
4:37n
4:37o, first to fourth paragraphs
4:37p, first paragraph
4:37s, first paragraph
4:37t
4:37 am
4:37v, first, third and fourth paragraphs
4:37y
4:37z, first, third and fourth paragraph
4:39
4:40
4:42
4:44, first and second paragraph
4:46, paragraphs 1 through 4
4:46a
4:47, paragraphs 1 through 5
4:48, first and second paragraph
4:49, paragraphs 1 through 4
4:50, first and second paragraph
4:51, paragraphs 1 through 5
4:52, paragraphs 1 through 3
4:52a
4:53
4:55
4:57c, first through third and fifth paragraphs
4:58
4:59
4:59a, first to third paragraphs
4:59b, first and second paragraph

Page 526

4:59c, first through seventh paragraph
4:59d, first to sixth paragraphs
4:59th, first and second paragraph
4:60, first through third paragraphs
4:61, first paragraph
4:61a, first to fifth paragraphs
4:61b, first to fourth paragraphs
4:62, paragraphs 1 through 4
4:62b, first and second paragraph
4:62nd, first and second paragraph
4:62f, first through third paragraphs
4:62g, first paragraph
4:62h, first and second paragraph
4:62i
4:62j, first to fourth paragraph
4:62k
4:62m, first and second member
4:62n
4:62o, first through fourth paragraphs
4:62q, first paragraph
4:62r, first to third paragraphs
4:62s, first and second paragraph
4:62t, first and second paragraph
4:62u, first, second and fourth paragraph
4:62v, first paragraph
4:62w, first and second paragraph
4:63, first and second paragraph
4:63a, first paragraph
4:65, first to third paragraphs
4:66
4:67, first paragraph
4:68, first paragraph
4:69, first paragraph
4:70, paragraphs 1 through 7
4:71, paragraphs 1 through 5
4:71a
4:71b, first to third paragraphs
4:71c
4:71d, first to sixth paragraphs
4:71f
4:71g, first paragraph
4:71h
4:71i, paragraphs 2 through 4
4:74, first paragraph
4:75, paragraphs 1 through 3
4:75a, first paragraph
4:76, first and third paragraph
4:76a
4:76b
4:76c
4:76d
4:77, paragraphs 1 through 4
4:78, first and second paragraph
4:79, first paragraph
4:83, first paragraph

Page 527

4:84, first and second paragraph
4:85, first and third to fifth paragraphs
4:86
4:87, paragraphs 1 through 4
4:87a
4:88, paragraphs 1 through 4
4:89, first and second paragraph
4:89a
4:89b, first and second paragraph
4:90, first and second paragraph
4:90a, first through fifth paragraphs
4:90b, first to tenth and twelfth paragraphs
4:90c, first through fourth paragraph
4:90d, first, second and fourth paragraph
4:90th, first paragraph
4:91a, first, third to seventh and ninth to tenth paragraphs
4:91aa
4:91ab
4:91b, first to fourth paragraphs
4:91c
4:91c, first and second paragraph
4:91d
4:91d, first and second paragraph
4:91da, first through eleventh paragraphs
4:91g, first through fourth paragraph
4:91i
4:91j, first, second and fifth paragraph
4:91k, first and second paragraph
4:91l, first and second paragraph
4:91n, first to fourth paragraphs
4:91o, first to fourth and sixth paragraphs
4:91p
4:93, paragraphs 1 through 4
4:94, paragraphs 1 through 3
4:95, first to third paragraph
4:96, first and second paragraph
4:97, first and third paragraph
4:99, first and second paragraph
4:100, paragraphs 1 through 3
4:100a, first and second paragraph
4:100b, first to third paragraphs
4:100c
4:100d, first and second paragraph
4:100f
Share Conduct of Financial Markets Supervision
4:15a, first, second and fourth paragraphs
4:74b, first, second and third paragraphs
4:74c
5:3
5:4
5:25a, second paragraph
5:25c, first and sixth through ninth paragraphs
5:25d, first and third paragraph

Page 528

5:25th
5:25f
5:25h
5:25m, first, second, fifth and sixth member
5:25p
5:25q
5:25v, third paragraph
5:25w
5:26, first paragraph
5:27, third and fourth paragraphs
5:29, first, second, fourth and fifth paragraphs
5:29a, first paragraph
5:30
5:30a, first and fourth paragraph
5:30b, first and third paragraph
5:30c
5:30d, first member
5:30e
5:31, first, third and fourth paragraphs
5:32, paragraphs 1 through 4
5:32a, first to third paragraphs
5:32b, first, second, third and fifth paragraphs
5:32c
5:32d, first and seventh paragraph
5:32e
5:32f, first paragraph
5:32g
5:32j, first to third paragraph
5:32k, first, second and fourth paragraph
5:32l, first to third paragraphs
5:32m
5:51, first paragraph
5:68, first paragraph
5:74, first, third and fourth paragraphs,
5:76, second paragraph,
5:78
5:79
5:80, second paragraph
5:80a, first and fourth paragraph
5:86, first and second paragraph
5:88, first, second, fourth and fifth paragraphs,
5:88a, first and second paragraph
5:89b, first paragraph
5:89th, first paragraph
5:89f, first, second and fourth paragraph
5:89g
5:89h

Appendix to Section 1:80 Financial Supervision Act
Violation of regulations laid down by or pursuant to article:

Page 529

General section
1:5a, second paragraph, parts k and l, and third paragraph,
1:10
1:28, second and third paragraph
1:58, second and third paragraph
1:58a, second paragraph
1:58b, second paragraph
1:58c, third paragraph
1:59, second paragraph
1:67, first paragraph
1:74, first paragraph
1:75, first paragraph, in so far as it concerns the non-compliance with an obligation relating to Article 4:24a,
first or second paragraph, indication given.
1:75a
1:76, eighth paragraph, salutation and part a
1:77, first paragraph
1:77c
1:77d, first to third paragraph
1:77f
1:89
1:113
1:114, first and second paragraph
1:116
1:117, first to third paragraph
1:118
1:119
1:120, first, second and fourth member
1:121, first paragraph
1:122, first paragraph
1:124, first paragraph
1:125, first and second paragraph
1:127
1:128, second and third paragraphs
Share Market access financial companies
2:3.0a, first and fourth paragraphs
2:3.0b, first paragraph
2:3.0e
2:3.0f, first and fourth paragraph
2:3.0g, first member
2:3.0h
2:3.0y
2:3.0k, first and fourth paragraph
2:3.0l, first paragraph
2:3.0n
2:3a, first paragraph
2:3rd, first, second and third paragraph
2:3f, first paragraph
2:3g, first paragraph
2:4, first paragraph
2:6, first paragraph
2:8, first paragraph
2:9, first and second paragraph

Page 530

2:10, first, second and fourth paragraph
2:10a, first paragraph
2:10th, first paragraph
2:10f, first paragraph
2:11, first paragraph
2:14, second paragraph
2:15, first and second paragraph
2:16, first and third paragraph
2:18, first and second paragraph
2:20
2:24, second paragraph
2:25, first and second paragraph
2:26
2:26a, first paragraph
2:26c, first paragraph
2:26d, first paragraph
2:26f, first paragraph
2:27, first paragraph
2:34, second paragraph
2:35
2:36, first through fifth paragraph
2:38, first and second paragraph
2:39, first and second paragraph
2:40, first paragraph
2:45, first through fourth paragraph
2:46, first to third paragraph
2:48, first paragraph
2:50, first paragraph
2:52, first paragraph
2:53, first and second paragraph
2:54, first, second and fourth paragraph
2:54a, first paragraph
2:54c, first paragraph
2:54d, first paragraph
2:54f, first paragraph
2:54g, first paragraph
2:54i, first paragraph
2:54l, first paragraph
2:54n, first paragraph
2:54o
2:54q
2:55, first paragraph
2:60, first paragraph
2:65
2:66a, third and sixth paragraphs
2:69b, first paragraph
2:69c, first and third paragraph
2:70
2:70, second paragraph
2:70a
2:71, first paragraph
2:72, first paragraph
2:73, first and second paragraph
2:75, first paragraph
2:80, first paragraph

Page 531

2:81, third and fourth paragraph
2:84, first and second paragraph
2:86, first paragraph
2:90, first and second paragraph
2:92, first paragraph
2:96, first paragraph
2:99, fourth and fifth paragraph
2:100, second paragraph
2:101, first paragraph
2:102, first paragraph
2:103
2:103a, first paragraph
2:103b
2:103c, first paragraph
2:106.0a, first paragraph
2:106a, first and fourth paragraph
2:107, first paragraph
2:107a, first paragraph
2:108, first paragraph
2:110, first paragraph
2:111, first paragraph
2:112, first paragraph
2:114, first paragraph
2:115, first paragraph
2:117, first paragraph
2:118, first paragraph
2:120, first paragraph
2:121, first paragraph
2:121a, first paragraph
2:121c first, fifth, sixth and ninth paragraphs
2:121d first, fifth, sixth and ninth member
2:121st
2:121f
2:121g
2:121h
2:122, first and fourth paragraph
2:122a, first paragraph
2:123, first, third through fifth paragraphs
2:124b, first and second paragraph
2:125, first, sixth and seventh paragraphs
2:125a, first and second paragraph and fifth and sixth paragraph
2:126, first paragraph
2:127, first paragraph
2:128, fifth paragraph
2:129, first and third paragraph
2:130, first paragraph
Share Prudential supervision of financial undertakings
3:2, fifth and sixth paragraphs
3:5, first and fourth paragraph
3:6, first paragraph
3:7, first and fourth paragraphs
3:8, first through third and fifth paragraphs
3:9, first paragraph

Page 532

3:10, first through third paragraphs
3:15, first and second paragraph
3:16, first through third paragraphs
3:17, first and second paragraph
3:17, second paragraph, opening words and part c, under 4
Article 3:17, sixth paragraph
3:17a, first to third paragraphs
3:17b, first to third and fifth paragraphs
3:17c, first and third paragraph
3:18, first through third paragraphs
3:18b, first paragraph
3:19, first and second paragraph
3:19a
3:20
3:20a
3:21, first and second paragraph
3:24
3:24.0b
3:29, paragraphs 1 through 3
3:29a, first and second paragraph
3:29b
3:29c, first paragraph and fourth paragraph, under a
3:30, first paragraph
3:32
3:33a, second paragraph
3:33b
3:33c
3:34
3:35, first paragraph
3:35a, first and second paragraph
3:36, first, third and sixth paragraphs
3:37, first through third paragraphs
3:38
3:38a
3:38b
3:39, first and second paragraph
3:40
3:41
3:42
3:43, second paragraph
3:44, first paragraph
3:47, first through third, fifth and sixth paragraphs
3:48
3:51
3:52
3:53, first through third, fifth and sixth paragraphs
3:54, third paragraph
3:55, second paragraph
3:55a, first and second paragraph
3:57, first, second, fourth and sixth paragraphs
3:57, fifth paragraph
3:57a
3:57b
3:59, second paragraph
3:62, second paragraph

Page 533

3:62a, third through sixth paragraphs
3:62b, first and second paragraph
3:63, paragraphs 1 through 3
3:63, third paragraph
3:66
3:67, paragraphs 1 through 5
3:68, first and third paragraph
3:68a, first and second paragraph
3:69, first and second paragraph
3:69a
3:70, first paragraph
3:71, first and second paragraph
3:72, first and third through seventh paragraphs
3:73
3:73a
3:73c, first and second paragraph
3:74, first and second paragraph
3:74a, paragraphs 1 through 3
3:74b, first and second paragraph
3:74c
3:75
3:76, first and second paragraph
3:77
3:78, first and second paragraph
3:81, paragraphs 1 through 3
3:82, first and second paragraph
3:83, first and second paragraph
3:86, first and second paragraph
3:87, first and second paragraph
3:88, first, second and fourth paragraph
3:95, first paragraph
3:96, first and fourth paragraph
3:97
3:97, first paragraph
3:99, first paragraph
3:103, paragraphs 1 through 3
3:104, first and third paragraph
3:105, fourth paragraph
3:106, first paragraph
3:108a, first paragraph
3:110, fourth and fifth paragraphs
3:111, third paragraph
3:111a, first and second paragraph
3:111c
3:112, first paragraph
3:113, first and second paragraph
3:114, first paragraph
3:114a, first paragraph
3:116
3:119, first paragraph
3:120, first through fifth and seventh paragraphs
3:124, second paragraph
3:125, first paragraph
3:126, first paragraph
3:129, first and second paragraph

Page 534

3:130, first paragraph
3:131, first paragraph
3:131a, first paragraph
3:132, third paragraph
3:135, first through third and sixth paragraphs
3:136, first and second paragraph

3:137, first paragraph
3:141, first paragraph
3:143
3:144, first paragraph
3:146, first paragraph
3:148, first paragraph
3:259, first and second paragraph
3:262
3:263
3:264
3:267, third through fifth paragraphs
3:267a, paragraphs 1 through 4
3:267b, paragraphs 1 through 4
3:267c, first paragraph
3:267h
3:269, first and second paragraph
3:269a, first and third paragraphs
3:273, first paragraph
3:277a, first paragraph
3:279, first and fourth paragraph
3:280, paragraphs 2 through 4
3:281
3:281a, second and third paragraphs
3:281b, first and second paragraph
3:284, first paragraph
3:288a, first to third paragraph and fifth paragraph
3:288b, paragraphs 1 through 3
3:288th, first and second paragraph
3:288f, first and second paragraph
3:288h, second to fifth paragraphs
3:288i, first, third and fourth paragraph
3:296, paragraphs 1 through 4
3:297, first through third and fifth paragraphs
3:298, first through third and fifth paragraphs
3:299, first and second paragraph
3:301, first paragraph
3:302, first paragraph
3:303, first and second paragraph
3:304
3:305, first, second and fourth paragraph
Part Special measures and provisions concerning financial undertakings
3A:13, first and third paragraph
3A:14, first paragraph
3A:15, first paragraph
3A:16, first paragraph
3A:21, sixth paragraph
3A:22

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3A:26, fourth paragraph
3A:36
3A:42
3A:44, sixth paragraph
3A:45
3A:47, first, second and third paragraph
3A:48, third, fifth and sixth paragraphs
3A:71, second and third paragraph
3A:72, second paragraph
3A:83, second paragraph
3A:138, second paragraph
Share Conduct of business supervision financial undertakings
2:67a, first, third and fourth paragraphs
4:3, first and fourth paragraph
4:4, first paragraph
4:4a
4:5, second and third paragraph
4:6, first and second paragraph
4:6a, first paragraph
4:9, paragraphs 1 through 4
4:9.0a, first paragraph
4:10, first and third paragraph
4:11, paragraphs 1 through 4
4:13, first and second paragraph
4:14, paragraphs 1 through 3
4:15, first and second paragraph
4:16, paragraphs 1 through 3
4:17, first and third paragraph
4:18a, first and second paragraph
4:18b, second and third paragraphs
4:18c, third paragraph
4:18d, first and second paragraph
4:18th, first and second paragraph
4:19, paragraphs 1 through 4
4:20, first, third and fourth paragraph
4:21
4:22, first and second paragraph
4:22a, first to third paragraphs
4:23, first to sixth paragraphs
4:24, first to fourth paragraphs, sixth and seventh paragraphs
4:25, first paragraph
4:25a, first paragraph
4:25b, first and second paragraph
4:25d
4:26, first through eighth paragraphs
4:27, first, second and fourth paragraph
4:27a, first paragraph
4:30a, first to third paragraph
4:31, first to third paragraphs
4:31a
4:32, first paragraph
4:33, paragraphs 1 through 3
4:34, first to third paragraphs

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4:35
4:37c
4:37d, first and third paragraph
4:37th, first and second paragraph
4:37j, first and second paragraph
4:37k, first through fourth paragraph
4:37l, first to third paragraphs
4:37m, first member
4:37n
4:37o, first to fourth paragraphs
4:37p, first paragraph
4:37s, first paragraph
4:37t
4:37 am
4:37v, first, third and fourth paragraphs
4:37y
4:37z, first, third and fourth paragraph
4:39
4:40
4:42
4:44, first and second paragraph
4:46, paragraphs 1 through 4
4:46a
4:47, paragraphs 1 through 5
4:48, first and second paragraph
4:49, paragraphs 1 through 4
4:50, first and second paragraph
4:51, paragraphs 1 through 5
4:52, paragraphs 1 through 3
4:52a
4:52b
4:53
4:55
4:55a
4:57c, first through third and fifth paragraphs
4:58
4:59
4:59a, first to third paragraphs
4:59b, first and second paragraph
4:59c, first through seventh paragraph
4:59d, first to sixth paragraphs
4:59th, first and second paragraph
4:60, first through third paragraphs
4:61, first paragraph
4:61a, first to fifth paragraphs
4:61b, first to fourth paragraphs
4:62, paragraphs 1 through 4
4:62b, first and second paragraph
4:62nd, first and second paragraph
4:62f, first through third paragraphs
4:62g, first through fourth paragraph
4:62h, first to third paragraph
4:62i
4:62j, first to fourth paragraph
4:62k

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4:62m, first and second member
4:62n
4:62o, first through fourth paragraphs
4:62q, first paragraph
4:62r, first to third paragraphs
4:62s, first and second paragraph
4:62t, first and second paragraph
4:62u, first, second and fourth paragraph
4:62v, first paragraph
4:62w, first and second paragraph
4:63, first and second paragraph
4:63a, first paragraph
4:65, first to third paragraphs
4:66
4:67, first paragraph
4:68, first paragraph
4:69, first paragraph
4:70, paragraphs 1 through 7
4:71, paragraphs 1 through 5
4:71a
4:71b, first to third paragraphs
4:71c
4:71d, first to sixth paragraphs
4:71st
4:71f
4:71g, first paragraph
4:71h
4:71i, paragraphs 2 through 4
4:74, first and second paragraph
4:75, paragraphs 1 through 3
4:75a, first paragraph
4:76, first and third paragraph
4:76a
4:76b
4:76c
4:76d
4:77, paragraphs 1 through 4
4:78, first and second paragraph
4:79, first paragraph
4:83, first paragraph
4:84, first and second paragraph
4:85, first and third to fifth paragraphs
4:86
4:87, paragraphs 1 through 3
4:87a
4:88, paragraphs 1 through 4
4:89, first and second paragraph
4:89a
4:89b, first and second paragraph
4:90, first and second paragraph
4:90a, first through fifth paragraphs
4:90b, first to tenth and twelfth paragraphs
4:90c, first through fourth paragraph
4:90d, first, second and fourth paragraph
4:90th, first paragraph

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4:91a, first, third to seventh and ninth to tenth paragraphs
4:91aa
4:91ab
4:91b, first to fourth paragraphs
4:91c
4:91c, first and second paragraph
4:91d
4:91d, first and second paragraph
4:91da, first through eleventh paragraphs
4:91g, first through fourth paragraph
4:91i
4:91j, first, second and fifth paragraph
4:91k, first and second paragraph
4:91l, first and second paragraph
4:91n, first to fourth paragraphs
4:91o, first to fourth paragraph and sixth paragraph
4:91p
4:93, paragraphs 1 through 4
4:94, paragraphs 1 through 3
4:95, first to third paragraph
4:96, first and second paragraph
4:97, paragraphs 1 through 3
4:99, first and second paragraph
4:100, paragraphs 1 through 3
4:100a, first and second paragraph
4:100b, first to third paragraphs
4:100c
4:100d, first and second paragraph
4:100f
4:103, first and fourth paragraph
4:104, first and third paragraph
Share Conduct of Financial Markets Supervision
4:15a, first, second and fourth paragraphs
4:74b, first, second and third paragraphs
4:74c
5:3
5:4
5:25a, second paragraph
5:25c, first and sixth through ninth paragraphs
5:25d, first and third paragraph
5:25th
5:25f
5:25h
5:25m, first, second, fifth and sixth member
5:25p
5:25q
5:25v, third paragraph
5:25w
5:26, first paragraph
5:27, third and fourth paragraphs
5:29, first, second, fourth and fifth paragraphs
5:29a, first paragraph
5:30

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5:30a, first and fourth paragraph
5:30b, first and third paragraph
5:30c
5:30d, first member
5:30e
5:31, first, third and fourth paragraphs
5:32, paragraphs 1 through 4
5:32a, first to third paragraphs
5:32b, first to third and fifth paragraphs
5:32c
5:32d, first and seventh paragraph
5:32e
5:32f, first paragraph
5:32g, first and second paragraph
5:32j, first to third paragraph
5:32k, first, second and fourth paragraph
5:32l, first to third paragraphs
5:32m
5:34, first and second paragraph
5:35, paragraphs 1 through 4
5:36
5:37
5:38, first, second and third paragraphs
5:39, first and second paragraph
5:40
5:41, first and second paragraph
5:42
5:43, first and second paragraph
5:44
5:48, third through eighth and tenth paragraphs
5:50
5:51, first paragraph
5:68, first paragraph
5:74, first, third and fourth paragraphs,
5:76, second paragraph,
5:78
5:79
5:80, second paragraph
5:80a, first and fourth paragraph
5:86, first and second paragraph
5:88, first, second, fourth and fifth paragraphs
5:88a, first and second paragraph
5:89b, first paragraph
5:89th, first paragraph
5:89f, first, second and fourth paragraph
5:89g
5:89h

